new mexico blue sky
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8/8/2019 New Mexico Blue Sky
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Revision date: 01/2009
SECURITIES DIVISIONNew Mexico Regulat ion and Licensing Department
Toney Anaya Building ▪ 2550 Cerri l los Road ▪ Santa Fe, New Mexico 87505(505) 476-4580 ▪ Fax (505) 984-0617 ▪ Toll f ree in NM (800) 704-5533
www.RLD.state .nm.us/SEC
Informational Bulletin
TO: Private Placement Issuers and Securities ProfessionalsRE: State filing requirements for Regulation D limited offeringsFROM: Michael J. Vargon, State of New Mexico Securities Division Acting DirectorDATE: April 8, 2009 (amended July 29, 2010)
Intent of Bulletin
In 2008, the Securities and Exchange Commission (SEC) adopted revisions to Form D and therules for filing the form. See Securities Act Release No. 33-8891 (Feb. 6, 2008), available at http://www.sec.gov/rules/final/2008/33-8891.pdf . The revised rules allow Form D to be filed
electronically with the SEC on a voluntary basis from September 15, 2008 through March 15,2009. Beginning March 16, 2009 electronic filing became mandatory for all Form D filings
with the SEC.
The intent of this bulletin is to advise you of revisions to the filing requirements for an issueroffering or selling securities in New Mexico to Rules 505 and 506 of Federal Regulation D.Information regarding filing Form D with the SEC is available athttp://www.sec.gov/divisions/corpfin/formdfiling.htm. In addition, the SEC issued a Notice onFebruary 17 regarding changes brought about by the March 16 electronic filing mandate. It isavailable at http://www.sec.gov/info/edgar/ednews/eformd.htm.
PLEASE NOTE THAT RULE 504 REGISTRATIONS ARE NOT COVERED IN THIS
MEMORANDUM. PLEASE REFER TO THE SMALL COMPANY OFFERING
REGISTRATION (SCOR) UNDER NEW MEXICO RULE 12.11.10.
______________________________________________________________________________
INSTRUCTIONS ON HOW TO FILE FORM D IN THIS STATE
What to file with the State of New Mexico
Effective April 13, 2009, an issuer offering or selling securities in reliance on Regulation D,Rule 505 and New Mexico Statute 58-13C-203; or Rule 506 and New Mexico Statute
58-13C-302C shall file with the New Mexico Securities Division Director:
• An authenticated paper copy of the notice of sale on Form D that was filed electronicallywith the SEC (the form is available at http://www.sec.gov/about/forms/formd.pdf ) and
• The requisite fee of $350 per New Mexico Statute 58-13C-203 (Rule 505) and58-13C-302C (Rule 506) made payable to the New Mexico Securities Division and
• A manually signed Form U-2, Uniform Consent to Service of Process.
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Securities DivisionInformation: Regulation D
New Mexico Regulation and Licensing Department SECURITIES DIVISION
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How to file with the State of New Mexico
A paper filing shall be submitted to the Securities Division Director at 2550 Cerrillos Road,Santa Fe, NM 87505. All filings shall be submitted with the appropriate filing fee of $350, madepayable to the New Mexico Securities Division.
In order to make an electronic filing on Form D with the SEC, an issuer will need to obtain anEDGAR access code. If the issuer does not already have an EDGAR access code, theauthentication process should be reviewed in advance of an anticipated filing of Form D becausethe authorization process could be time consuming, and result in the late filing of a notice in thisstate. EDGAR access codes may be obtained by following the instructions athttps://www.filermanagement.edgarfiling.sec.gov. For additional information on how to filewith the SEC, go to http://www.sec.gov/divisions/corpfin/formdfiling.htm.
When to file with the State of New Mexico
The Form D for Rule 505 shall be filed at least 5 days prior to the first offering in New Mexicowhile the Form D for Rule 506 shall be filed no later than 15 calendar days after the first sale of securities in New Mexico. If the last day for filing falls on a Saturday, Sunday or holiday, thedue date is the first business day following.
Late filings with New Mexico
Issuers who do not timely file a claim of exemption pursuant to Rule 505 may be subject torescission liability as well as administrative penalties. Late 505 filers should contact the NewMexico Securities Deputy Director, Michael Vargon at (505) 476-4585 [email protected]. Issuers who do not timely file a notice pursuant to Rule 506 will be
subject to a late filing fee of $700 if filed within 10 days after the due date, or $1,050 if filedlater.
When to file amendment with the State of New Mexico
Amendments need to be filed to correct material mistakes of fact or errors on a previously filedForm D as soon as practicable after discovering the mistake or error. The SEC’s requirementsfor filing an amendment to Form D are found in the Code of Federal Regulations, 17 CFR230.503(a) (1)-(4). An amendment to a previously filed Form D must provide currentinformation in response to all requirements of the notice of sale on Form D regardless of why theamendment is filed.
Contact the State of New Mexico for help with questions regarding filing requirements
For further information you may see the Agency website at www.rld.state.nm.us/Securities.Requests for additional information or questions regarding this Bulletin may be directed to:Tom Fuentes, at (505) 476-4578, or [email protected].