This filing was published in the 11/01/2008, issue, Vol. 2008, No. 21, of the Utah State Bulletin.
Notice Filings for Rule 506 Offerings
NOTICE OF PROPOSED RULE
DAR File No.: 32039
Filed: 10/13/2008, 04:55
Received by: NL
Purpose of the rule or reason for the change:
The rule is being amended in recognition of the amendment of Regulation D of the Securities Act of 1993 by the Securities and Exchange Commission (SEC) to authorize the filing of Form D in electronic format with the SEC through the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation S-T as described in Securities and Exchange Commission Securities Act Release No. 8891.
Summary of the rule or change:
The amended rule authorizes an issuer of securities under Regulation D, Rule 506, to file either: 1) Temporary Form D while that form remains in effect through March 15, 2008; or 2) a copy of the notice of sales on Form D filed electronically with the SEC until an electronic filing system acceptable to the Division is implemented that permits the electronic filing of Form D with the Division or its designee. Such a system is currently being developed by the North American Securities Administrator's Association (NASAA). The amendment also clarifies filing requirements related to: 1) manual signatures; 2) consent to service forms; 3) date-of-sale disclosures; and 4) the filing of amendments.
State statutory or constitutional authorization for this rule:
Section 61-1-15.5 and Regulation D of the Securities Act of 1933 (17 CFR 501-508)
Anticipated cost or savings to:
the state budget:
No change--Processing costs and filing fees will remain identical under the Amendment.
No change--Local government does not receive or review these types of filings.
small businesses and persons other than businesses:
No change--The amendment provides small businesses with an additional filing option. It does not materially increase compliance costs.
Compliance costs for affected persons:
No change--Time and cost commitments for filers remain materially the same under the amendment.
Comments by the department head on the fiscal impact the rule may have on businesses:
As indicated in the rule summary, no fiscal impact to businesses is anticipated from this rule filing which provides an additional method for the filing of certain documents. Francine Giani, Executive Director
The full text of this rule may be inspected, during regular business hours, at the Division of Administrative Rules, or at:Commerce
HEBER M WELLS BLDG
160 E 300 S
SALT LAKE CITY UT 84111-2316
Direct questions regarding this rule to:
Benjamin N Johnson at the above address, by phone at 801-530-6134, by FAX at 801-530-6980, or by Internet E-mail at firstname.lastname@example.org
Interested persons may present their views on this rule by submitting written comments to the address above no later than 5:00 p.m. on:
This rule may become effective on:
Keith Woodwell, Director
R164. Commerce, Securities.
R164-15. Federal Covered Securities.
R164-15-2. Notice Filings for Rule 506 Offerings.
(A) Authority and purpose.
(1) The Division enacts this rule under authority granted by Sections 61-1-15.5 and 61-1-24.
(2) The rule requires a notice filing within 15 days after the first sale in this state of securities described in Subsection 61-1-15.5(2) and sets forth the filing procedure.
(1) "Division" means the Division of Securities, Utah Department of Commerce.
(2) "NASAA" means the North American Securities Administrators Association, Inc.[
(3) "SEC Form D" means the document,
as adopted by the United States Securities and Exchange Commission and in
effect on September 1, 1996, as may be amended by the SEC from time to time,
entitled "Form D; Notice of Sale of Securities pursuant to Regulation D,
Section 4(6), and/or Uniform Limited Offering Exemption", including Part E
and the Appendix.]
(C) Filing requirements
(1) An issuer offering a security that is a
covered security under section 18(b)(4)(D) of the Securities Act of 1933 must [
to] the Division, no later than 15
days after the first sale of such federal covered security in this state, [ the
A manually signed notice on SEC Form D;]
A completed manually signed NASAA Form
U-2 - Uniform Consent to Service of Process; and]
A fee as specified in the Division's fee
(2) An issuer who has filed a Form U-2 in connection with a previous notice filing need not file another.
KEY: mutual funds, securities, securities regulation
Date of Enactment or Last Substantive
September 3, 1997]
Notice of Continuation: July 30, 2007
Authorizing, and Implemented or Interpreted Law: 61-1-15.5; 61-1-24
Text to be deleted is struck through and surrounded by brackets (e.g., [
example]). Text to be added is underlined (e.g., ). Older browsers may not depict some or any of these attributes on the screen or when the document is printed.
For questions regarding the content or application of this rule, please contact Benjamin N Johnson at the above address, by phone at 801-530-6134, by FAX at 801-530-6980, or by Internet E-mail at email@example.com
For questions about the rulemaking process, please contact the Division of Administrative Rules (801-538-3764). Please Note: The Division of Administrative Rules is NOT able to answer questions about the content or application of these administrative rules.
Last modified: 10/29/2008 9:23 PM