SEC Corporate Finance Division Provides Guidance for Form D Filers

The SEC's Corporate Finance Division provides the following guidance to new filers and Form D filers.

Until March 15, 2009, Form D filers may submit their filings in either paper or electronic form. Beginning March 16, 2009, Form D filers must:

* Make all Form D filings electronically on EDGAR; and

* Amend their Form D filings if they are conducting continuing
offerings of securities and they have not made a Form D filing within the previous year.

Because the new annual amendment and electronic filing requirements will affect many filers that have not filed using EDGAR in the past, we expect requests for EDGAR access codes to increase. To avoid a delay in receiving EDGAR access codes, new EDGAR filers may wish to request EDGAR access codes well in advance of a filing deadline.

Filers with an annual amendment requirement may submit paper or electronic Form D filings before the March 16 deadline, and may wish to do so to avoid potential delays around that date. After March 16, the amendment must be electronic.

We strive to respond promptly to requests for EDGAR access codes. Given the potential filing volume during March, requests for EDGAR access codes may take longer than usual. To avoid unnecessary delays, we suggest that filers secure EDGAR access codes well in advance of their electronic filing deadline. Filers who have submitted only paper filings should use the "Convert Paper Only Filer to Electronic Filer" process outlined in the EDGAR Filer Manual.

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