Lawson Launches New Online Filing System

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The state has announced a streamlined filing process for investors. Secretary of State Connie Lawson says the new electronic filing depository boosts transparency and efficiency for investors in certain types of exempt securities. December 28, 2014

News Release

INDIANAPOLIS (December 16, 2014) - Secretary Lawson today announced the launch of the online 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 Indiana Secretary of State’s Securities Division 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 through EFD. EFD is available at: https://www.efdnasaa.org.

"We are very pleased to provide the EFD system to create an efficient, streamlined system for state Form D filing requirements. Issuers will benefit from this uniform and effective regulatory tool, which also strengthens investor protection by improving the transparency of Form D filings," said Secretary Lawson.

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 Securities Division, but they must file what is known as a "Form D" with the SEC and the Securities Division. Form D contains limited information about the securities being offered and the issuer offering those securities.

The EFD system initially will be limited to Form D filings for Regulation D, Rule 506 offerings, but added that NASAA expects the filing system will be expanded to include additional state securities registration and notice filing materials.

"By embracing technology, states are providing innovative capital formation solutions to benefit issuers and investors alike," Secretary Lawson said.

The EFD website offers a suite of tools to filers and regulators. The EFD system will be available 24 hours a day, seven days a week, unless the website is undergoing maintenance. In addition to the filing fees required by the states, there is a one-time $150 system use fee for each offering making its filings through EFD. This one-time system fee covers initial, amendment and renewal filings made through EFD.

Secretary Lawson also noted that the filing of a Form D with the SEC and with the Securities Division 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.

If investors have questions about a particular offering, they should contact the Secretary of State’s office at sos@sos.in.gov or 317-232-6682. All Hoosiers should contact the Secretary of State’s office before making any investments to ensure both the product and their investment advisor are properly registered.

Source: The Office of The Secretary of State