Division of Corporation Finance Guidance on Form D Filing Process

Beginning September 15, 2008, a company may voluntarily submit an electronic Form D filing (see Release No. 33-8891). For the next six months, filers may submit their Forms D on paper or electronically on EDGAR. Beginning March 16, 2009, we will require all filers to submit their Forms D electronically on EDGAR.

In connection with making this change, the Commission revised the Form D information requirements. For background on the Form D information requirements, you may consult the Form D Compliance Guide.

Filing a Paper Form D

We will continue to accept paper Forms D until March 16, 2009. If you wish to file a paper Form D, you can either use the old Form D, which has been revised slightly and is called Temporary Form D, or you can use the new Form D that contains the Commission’s recent changes to the information requirements.

You can find these forms on the SEC website.

• Temporary Form D — http://www.sec.gov/about/forms/formdtemp.pdf.
• New Form D — http://www.sec.gov/about/forms/formd.pdf.

Send paper filings to:

U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Filing an Electronic Form D

If you choose to file an electronic Form D, you will use the EDGAR system. The steps for submitting an electronic Form D are outlined below.

A CIK number is a unique ten digit number we assign to companies that file with the SEC.

We have assigned a CIK number to you if you have previously filed a Form D, if your company is already an EDGAR filer, or if your company has already taken the necessary steps to obtain one.

• Your company already submits filings electronically. It is an EDGAR filer and has a CIK number.
  In this case, you will file your Form D using the same procedures you follow when you submit any other electronic filing. You will need the CIK number to file your Form D.
• You have previously filed Forms D or other forms in paper — your company is not an EDGAR filer, but it has a CIK number.
  If you have previously a filed Form D in paper, we have already assigned a CIK number to your company. You will need this number to make an electronic filing.
  To find that number, enter your company name on the EDGAR Company Search screen at http://www.sec.gov/edgar/searchedgar/companysearch.html

• You have not previously filed a Form D or any other filing with the SEC — your company does not have a CIK number.
  You must apply for a CIK number. We describe that process below.

If your company currently makes electronic filings, you already have and use EDGAR access codes.

If your company has not filed a Form D or any other filing with the SEC and does not have EDGAR access codes, you must apply to obtain them. To apply, you must provide us with basic information about your company on a Form ID. You can find and submit a Form ID under “Apply for EDGAR Access (New)” in the top left corner at https://www.filermanagement.edgarfiling.sec.gov/. In this process, you will create a passphrase which is a unique code you will use if you misplace or forget your EDGAR access codes. Make sure that you retain this passphrase in a secure location.

If you have a CIK number because you have previously filed a Form D on paper, you must apply to obtain access codes. To apply, you provide us with your CIK and create a passphrase. Use the selection for “Convert Paper Only Filer to Electronic Filer” at https://www.filermanagement.edgarfiling.sec.gov/.

We require companies seeking CIK numbers and EDGAR access codes to print the Form ID (using the print feature on the Web page) and have the required manual signatures notarized to provide us with assurance that the proper person is submitting information on your behalf. We require that the signatory be a company partner, president, treasurer, corporate secretary, officer or director. An attorney for the company may sign the Form ID if that attorney is duly authorized by the company or is acting under a power of attorney or other authorization provided by and on behalf of a person duly authorized by the company. You must provide us with a signed written authorization from the issuer with your notarized Form ID.

You may fax the signed form to the SEC at (202) 504-2474 or (703) 914-4240 or send a scanned version of the original form to Filer-Support@sec.gov.

When we process your Form ID and approve your request for a CIK number and EDGAR access codes, we will send a message to the email address you provided in the application process with further instructions. In that email, we will provide you with your CIK number and information on how to generate your access codes in EDGAR. You must have your passphrase and CIK number to complete this process.

Visit https://www.onlineforms.edgarfiling.sec.gov/ and use the access codes you generated to log into EDGAR. When you are logged into the system, choose “Form D” under “Make a Filing”.

We provide item-by-item instructions and helpful tips on how to complete the Form D on EDGAR. We also provide links to definitions of key terms we use throughout the form. We recommend that you review or print a copy of the new Form D and review these instructions in advance of logging into the system so that you are more fully prepared to provide the required information.

After you complete all of the required Form D information, we recommend that you print the form and carefully review the information you provided before you submit it as your official Form D filing. Once you submit your filing, we will provide you with an email message notifying you of the status of your submission.

If you have questions at this point about the filing process, you can contact Filer Support at (202) 551-8900 and choose option #4. If you have legal questions about the Form D information requirements, you may contact the SEC’s Office of Small Business Policy at (202) 551-3460 or SmallBusiness@sec.gov.