WAC 460-44A-503
Filing of notice and payment of fee. (1) An issuer offering or selling securities in reliance on
WAC 460-44A-504, 460-44A-505, or 460-44A-506 shall file with
the administrator of securities of the department of financial
institutions or his or her designee a notice and pay a filing
fee as follows:
(a)(i)(A) For an offering of a security in reliance upon
the Securities Act of 1933, Regulation D, Rule 230.506 and RCW 21.20.327(2) and 21.20.320(1), the issuer shall file a notice
on Securities and Exchange Commission Form D marking Rule 506
and pay a filing fee of three hundred dollars no later than
fifteen days after the first sale of such securities in the
state of Washington, unless the end of that period falls on a
Saturday, Sunday or holiday, in which case the due date would
be the first business day following.
(B) For an offering in reliance on Securities and
Exchange Commission Rule 505 and WAC 460-44A-505, the issuer
shall file the initial notice on Securities and Exchange
Commission Form D marking Rule 505 and pay a filing fee of
three hundred dollars no later than fifteen days after the
first sale of securities in the state of Washington which
results from an offer being made in reliance upon WAC 460-44A-505, unless the end of that period falls on a
Saturday, Sunday or holiday, in which case the due date would
be the first business day following;
(C) For an offering in reliance on Securities and
Exchange Commission Rule 504 and WAC 460-44A-504, the issuer
shall file the initial notice on Securities and Exchange
Commission Form D marking Rule 504 and pay a filing fee of
fifty dollars no later than ten business days (or such lesser
period as the administrator may allow) prior to receipt of
consideration or the delivery of a signed subscription
agreement by an investor in the state of Washington which
results from an offer being made in reliance upon WAC 460-44A-504;
(D) For an offering in reliance on Securities and
Exchange Commission Rule 147 and WAC 460-44A-504, the issuer
shall file the initial notice on Washington Securities
Division Form WAC 460-44A-504/Rule 147 and pay a filing fee of
fifty dollars no later than ten business days (or such lesser
period as the administrator may allow) prior to receipt of
consideration or the delivery of a signed subscription
agreement by an investor in the state of Washington which
results from an offer being made in reliance on the exemption
of WAC 460-44A-504;
(ii) The issuer shall include with the initial notice a
statement indicating:
(A) The date of first sale of securities in the state of
Washington; or
(B) That sales have yet to occur in the state of
Washington.
(b) The issuer shall file with the administrator or his
or her designee such other notices on Form D as are required
to be filed with the Securities and Exchange Commission. For
purposes of this section, the initial notice on Securities and
Exchange Commission Form D shall consist of either the
Temporary Form D (17 CFR 239.500T) as adopted by the
Securities and Exchange Commission together with an executed
uniform consent to service of process on Form U-2 while
Temporary Form D remains in effect from September 15, 2008
through March 15, 2009, or the notice of sales on Form D filed
in paper or electronic format with the Securities and Exchange
Commission through the Electronic Data Gathering, Analysis,
and Retrieval System (EDGAR) in accordance with EDGAR rules
set forth in Regulation S-T (17 CFR Part 232) and in effect on
September 15, 2008.
(c) If the issuer files a notice of sales on Temporary
Form D or a copy of the notice of sales on Form D filed in
electronic format with the Securities and Exchange Commission,
it shall either be manually signed by a person duly authorized
by the issuer or a photocopy of a manually signed copy.
(d) By filing for the exemption of WAC 460-44A-504 or 460-44A-505, the issuer undertakes to furnish to the
administrator, upon request, the information to be furnished
or furnished by the issuer under WAC 460-44A-502 (2)(b) or
otherwise to any purchaser that is not an accredited investor.
Failure to submit the information in a timely manner will be
a ground for denial or revocation of the exemption of WAC 460-44A-504 or 460-44A-505.
(2) An issuer may file an amendment to a previously filed
notice of sales on Form D at any time.
(3) An issuer must file an amendment to a previously
filed notice of sales on Form D for an offering:
(a) To correct a material mistake of fact or error in the
previously filed notice of sales on Form D, as soon as
practicable after discovery of the mistake or error;
(b) To reflect a change in the information provided in
the previously filed notice of sales on Form D, as soon as
practicable after the change, except that no amendment is
required to reflect a change that occurs after the offering
terminates or a change that occurs solely in the following
information:
(i) The address or relationship of the issuer of a
related person identified in response to Item 3 of the notice
of sales on Form D;
(ii) An issuer's revenues or aggregate net asset value;
(iii) The minimum investment amount, if the change is an
increase, or if the change, together with all other changes in
that amount since the previously filed notice of sales on Form
D, does not result in a decrease of more than ten percent;
(iv) Any address or state(s) of solicitation shown in
response to Item 12 of the notice of sales on Form D;
(v) The total offering amount, if the change is a
decrease, or if the change, together with all other changes in
that amount since the previously filed notice of sales on Form
D, does not result in an increase of more than ten percent;
(vi) The amount of securities sold in the offering or the
amount remaining to be sold;
(vii) The number of nonaccredited investors who have
invested in the offering, as long as the change does not
increase the number to more than thirty-five;
(viii) The total number of investors who have invested in
the offering;
(ix) The amount of sales commissions, finders' fees or
use of proceeds for payments to executive officers, directors
or promoters, if the change is a decrease, or if the change,
together with all other changes in that amount since the
previously filed notice of sales on Form D, does not result in
an increase of more than ten percent; and
(x) Annually, on or before the first anniversary of the
filing of the notice of sales on Form D or the filing of the
most recent amendment to the notice of sales on Form D, if the
offering is continuing at that time.
(4) An issuer that files an amendment to a previously
filed notice of sales on Form D must provide current
information in response to all requirements of the notice of
sales on Form D regardless of why the amendment is filed.
(5) Amendments to notices filed before September 15, 2008
and to notices filed on or after September 15, 2008 in paper
format using Temporary Form D (17 CFR 239.500T) must use
Temporary Form D but need only report the issuer's name and
the information required by Part C and any material change in
the facts from those set forth in Parts A and B.
[Statutory Authority: RCW 21.20.450, 21.20.320 (1), (9),
(17). 08-16-072, § 460-44A-503, filed 7/31/08, effective
9/15/08; 98-11-014, § 460-44A-503, filed 5/12/98, effective
6/12/98; 96-15-063, § 460-44A-503, filed 7/17/96, effective
8/17/96. Statutory Authority: RCW 21.20.450, 21.20.320 (1),
(9) and (17) and 21.20.340(11). 90-09-059, § 460-44A-503,
filed 4/17/90, effective 5/18/90. Statutory Authority: RCW 21.20.320 (1) and (16) and 21.20.450. 89-17-076 (Order
SDO-122-89), § 460-44A-503, filed 8/17/89, effective 9/17/89;
88-15-024 (Order SDO-71-88), § 460-44A-503, filed 7/12/88. Statutory Authority: RCW 21.20.320 (1) and (17). 86-15-003
(Order SDO-80-86), § 460-44A-503, filed 7/3/86. Statutory
Authority: RCW 21.20.320(1), 21.20.340(11) and 21.20.450. 82-21-031 (Order SDO-98-82), § 460-44A-503, filed 10/15/82.]