Utah Amends 506 Exemption Rule to Accommodate Electronic Form D

A 506 exemption rule was amended by the Utah Securities Division to accommodate electronic Form D that issuers have the option of filing electronically through March 15, 2009 but will be required to file electronically with EDGAR starting March 16, 2009.

Initial notice. Issuers must file during this six-month transition period that began September 15, 2008 an initial notice consisting of either a Temporary Form D (that remains effective through March 15, 2009) or a copy of the notice of sales on Form D filed electronically with the SEC through EDGAR. Issuers need to include a manual signature on either version of Form D, along with a statement indicating the date of first sale in Utah or that sales have yet to occur in the State, and a $60 fee. NOTE: Issuers filing Temporary Form D are required to include a manually signed Form U-2, Uniform Consent to Service of Process, but persons having previously filed a Form U-2 would not need to file another. The notice must be filed within 15 days after the first sale of securities in Utah.

Amendments. Issuers need to file amendments to correct material mistakes of fact or errors on a previously filed Form D as soon as practicable after discovering the mistake or error. Issuers filing an amendment to a previously filed notice must respond to all Form D requirements regardless of why the amendment is filed.

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