Monday, November 24, 2008

Missouri Implements Electronic Form D Filing Procedures

Issuers intending to make a Rule 506 securities offering in Missouri during the electronic Form D transition period--September 15, 2008 to March 15, 2009--must paper file directly with the Missouri Securities Division: (1) One manually signed copy of the SEC-filed Form D (including the appendix); (2) a Form U-2, Uniform Consent to Service of Process; and (3) $100. The notice must include a cover letter specifying the date the first sale of securities took place in Missouri. The notice must be filed within 15 calendar days after the first sale of securities in Missouri.

CAUTION NOTES: (1) During the six-month transition period, the SEC allows issuers to either paper file a current Form D (also called "Temporary Form D"), paper file new Form D, or electronically file new Form D through EDGAR. However, Missouri requires that whatever version of Form D is filed with the SEC, whether paper filed or electronically filed, must be paper-filed in Missouri. None of the states are yet able to accept electronic filings of Form D.

(2) The ABA State Securities Subcommittee noted some inconsistencies between the SEC and Missouri: (a) that Missouri requires the appendix to Form D even though new Form D does not require it; and (b) that Missouri requires Form U-2 even though new Form D does not require it. It is the Committee's belief that these two conflicts will be resolved when Missouri amends it's Rule 506 offering rule at 30-54.210(3) [CCH par. 35,520A]. Missouri's 18(b)(4)(D) statutory provision is contained in Sec. 409.3-302(c) of the Missouri Uniform Securities Act [CCH par. 35,111].

Missouri's electronic Form D filing procedures are contained in the State's Advisory Release -08-03 at