General Rules and Regulations
promulgated
under the
Securities Act of 1933
Regulation D -- Preliminary Notes
The following rules relate to transactions exempted from the registration requirements
of section 5 of the Securities Act of 1933 (the Act).
Such transactions are not exempt from the anti fraud, civil liability, or other provisions
of the federal securities laws. Issuers are reminded of their obligation to provide
such further material information, if any, as may be necessary to make the information
required under this regulation, in light of the circumstances under which it is furnished,
not misleading.
Nothing in these rules obviates the need to comply with any applicable
state law relating to the offer and sale of securities. Regulation D is intended
to be a basic element in a uniform system of Federal-State limited offering exemptions
consistent with the provisions of sections 18 and
19(c)of the Act. In those states that have adopted
Regulation D, or any version of Regulation D, special attention should be directed
to the applicable state laws and regulations, including those relating to registration
of person who receive remuneration in connection with the offer and sale of securities,
to disqualification of issuers and other persons associated with offerings based
on state administrative orders or judgments, and to requirements for filings of notices
of sales.
Attempted compliance with any rule in Regulation D does not act as an
exclusive election; the issuer can also claim the availability of any other applicable
exemption. For instance, an issuer's failure to satisfy all the terms and conditions
of Rule 506 shall not raise any presumption that the exemption
provided by section 4(2) of the Act is not available.
These rules are available only to the issuer of the securities and not
to any affiliate of that issuer or to any other person for resales of the issuer's
securities. The rules provide an exemption only for the transactions in which the
securities are offered or sold by the issuer, not for the securities themselves.
These rules may be used for business combinations that involve sales
by virtue of rule 145(a) or otherwise.
In view of the objectives of these rules and the policies underlying
the Act, regulation D is not available to any issuer for any transaction or chain
of transactions that, although in technical compliance with these rules, is part
of a plan or scheme to evade the registration provisions of the Act. In such cases,
registration under the Act is required.
Securities offered and sold outside the United States in accordance
with Regulation S need not be registered under the Act. See
Release No. 33-6863.Regulation S may be relied upon for such offers and sales even
if coincident offers and sales are made in accordance with Regulation D inside the
United States. Thus, for example, persons who are offered and sold securities in
accordance with Regulation S would not be counted in the calculation of the number
of purchasers under Regulation D. Similarly, proceeds from such sales would not be
included in the aggregate offering price. The provisions of this note, however, do
not apply if the issuer elects to rely solely on Regulation D for offers or sales
to persons made outside the United States.
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