The Securities and Exchange Commission Adopts New Rules Mandating Electronic Filing of Form D and Revisions to Form D

Our firm represents issuers and investors in connection with offerings and the private placement of securities, including the drafting and negotiation of confidential private placement offering memorandum, subscription agreements, investor questionnaires, operating agreements, partnership agreements, management agreements and compliance with state "blue sky" and federal securities laws.

Effective September 15, 2008 (the "Effective Date"), the Securities and Exchange Commission adopted new rules for the filing of the Notice of Sales of Securities under Regulation D and Section 4(6) of the Securities Act of 1933 on Form D and the information required to be disclosed in the Form D.

Form D serves as the official notice of an exempt securities offering under Regulation D of the Securities Act of 1933 and includes basic information about the issuer and the offering. Under the Act, a company that is offering to sell securities (an "Issuer") must either be registered with the SEC or fall within an exemption from the SEC's registration requirements, such as the offering exemptions under Rules 504, 505 and 506 of Regulation D. An Issuer relying on a Regulation D exemption must file a Form D with the SEC no later than fifteen days after the first sale of securities in the offering.

Regulation D is a set of rules providing for exemptions from federal registration requirements for limited offerings and sales of securities. It was adopted by the SEC in 1982 to help facilitate capital raising by small businesses. Form D notice filings are intended to be a data collection tool to help the SEC evaluate the effectiveness of Regulation D as a capital raising device. The SEC views Form D as a device that provides useful information about an Issuer to both regulators and the public.

Prior to the Effective Date, an Issuer could only file Form D or an amendment to Form D in paper format. Beginning on the Effective Date, Form D or an amendment to Form D may also be filed electronically using an online filing system that will be accessible from any computer that has internet access. After a six month phase in period of the electronic filing system, electronic filing of Form D and amendments to Form D will become mandatory on March 16, 2009. During the period from the Effective Date until March 16, 2009, Issuers may file Form D either in paper format or electronically. Electronic filing of Form D will increase the public's access to Form D information by making information on Issuers searchable in an easy-to-read format at www.sec.gov.

Along with requiring electronic filing of Form D, the SEC has also revised the information that is required to be included in the Form D. The revised Form D requires disclosure of much of the same information that was required to be disclosed in the previous version of the Form D, with some disclosure requirements being modified or eliminated. The SEC's objective in revising the Form D was to eliminate information that is no longer useful and capture information about an Issuer that could be useful.

With regard to all form D filings made after the Effective Date, whether the filing is made in paper format or electronically, the SEC's revised rules also require that a Form D amendment be filed on the following three occasions:

(1) to correct a material mistake of fact or error previously disclosed in the Form D, as soon as practicable after discovery of the mistake or error;

(2) to reflect a change in the information previously provided in the Form D, as soon as possible after the change of information (however, this requirement does not apply to changes in certain information); and

(3) annually, on or before the first anniversary of the filing of the Form D or the filing of the most recent amendment to the Form D, if the offering lasts more than one year.

The North American Securities Administrators Association ("NASAA"), the organization of state securities administrators, is working with the SEC to develop a one-stop filing system that would link the SEC's website to a site sponsored by NASAA, which would enable Issuers filing a Form D to make their SEC and state filings simultaneously. If one-stop filing is not available by March 16, 2009, when electronic filing of Form D with the SEC becomes mandatory, a paper copy of the Form D would be used for state filings.

For more information concerning the revised rules concerning Form D or our securities practice or other groups within our Corporate Department, please contact:

Charles J. Spiess (203) 358-0800 CSpiess@dmoc.com

Eric R. Sherman (203) 358-0800 ESherman@dmoc.com

This publication is a service to our clients and friends. It is designed only to give general information on the developments actually covered. It is not intended to be a comprehensive summary of recent developments in the law, treat exhaustively the subjects covered, provide legal advice or render a legal opinion.