| December 15, 2014 – The New Jersey Bureau of Securities (the “Bureau”) today announced the launch of the Electronic Filing Depository (EFD) to enhance the efficiency of the regulatory filing process for certain exempt securities offerings.
Developed by the North American Securities Administrators Association (NASAA), of which the Bureau is a member, EFD is an online system that allows an issuer to submit a Form D for a Regulation D, Rule 506 offering to state securities regulators and pay related fees. The EFD website also enables the public to search and view, free of charge, Form D filings made with state securities regulators. EFD is available at: www.efdnasaa.org.
“New Jersey welcomes the opportunity to participate in the EFD system. This paperless and streamlined system benefits both issuers and the Bureau by providing an efficient and uniform platform that simultaneously improves the transparency of state Form D filings,” said Laura Posner, Bureau Chief of the New Jersey Bureau of Securities.
Rule 506 of Regulation D is a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act and also provides an exemption for public offerings to verified accredited investors. Issuers relying on the Rule 506 exemption do not have to register their offerings of securities with the SEC or the Bureau, but they must file what is known as a “Form D” with the SEC and the Bureau. Form D contains limited information about the securities being offered and the issuer offering those securities.
“Employing technology to facilitate form filings continues the Bureau’s initiative to modernize its procedures and improve investor access to information relevant to investment decisions,” Posner said.
The Bureau is requiring issuers to use the EFD system starting January 1, 2015 pursuant to an order dated December 12, 2014, which can be found on the Bureau’s website. However, issuers may begin using the system any time after its launch.
The filing of a Form D with the SEC and with the Bureau does not mean that the SEC or any state securities regulator has approved the securities or passed any judgment on the soundness of the securities as an investment.
While the EFD system initially will be limited to Form D filings for Regulation D, Rule 506 offerings, NASAA and the Bureau expect the system will be expanded to include additional state securities registration and notice filing materials.
Investors who have questions about a particular offering can contact the Bureau at 1-866-I-Invest (toll-free from within N.J.) or 973-504-3600. #### |
