Tennessee Sets Forth Electronic Form D Filing Requirements for Rule 505 and 506 Offerings

Rule 505. Beginning March 16, 2009, issuers intending to make a securities offering in Tennessee under Rule 505 of federal Regulation D must file with the Securities Division a printed copy of the Form D electronically filed with the SEC, manually signed by the issuer's authorized person. Issuers must include a copy of all written material furnished to offerees, a Form U-2, Uniform Consent to Service of Process, a Form U-2A, Uniform Corporate Resolution, if a corporate issuer, a $300 fee, and a statement identifying the date the security is first sold in Tennessee (if a sale takes place). The filing must be made no later than 15 days after the either the date consideration is first paidor the date a subscription agreement signed by an investor in Tennessee that results from an offer being made under the exemption, whichever date first occurs. Issuers must file amendments correcting material misstatements or omissions on Form D. Written offering materials not prepared in time for the initial offering or that materially differ from materials included in the offering must be delivered (or mailed) to the Securities Division at the time the materials are first used in Tennessee.

Rule 506. Issuers intending to make a securities offering in Tennessee under Rule 506 must file with the Securities Division a printed copy of the Form D electronically filed with the SEC, manually signed by the issuer's authorized person, together with a Form U-2, Uniform Consent to Service of Process, and a $500 fee. The filing must be made no later than 15 days after the first sale of the federal covered security in Tennessee. Issuers must file amendments correcting material misstatements or omissions on Form D.

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