SECURITIES DIVISION

New Mexico Regulation and Licensing Department

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Informational Bulletin

TO: Private Placement Issuers and Securities Professionals

RE: State filing requirements for Regulation D limited offerings
FROM: Michael J. Vargon, State of New Mexico Securities Division Acting Director
DATE: April 8, 2009 (amended July 29, 2010)

Intent of Bulletin

In 2008, the Securities and Exchange Commission (SEC) adopted revisions to Form D and the
rules for filing the form. See Securities Act Release No. 33-8891 (Feb. 6, 2008), available at
http://www.sec.gov/rules/final/2008/33-8891.pdf. The revised rules allow Form D to be filed
electronically with the SEC on a voluntary basis from September 15, 2008 through March 15,
2009. Beginning March 16, 2009 electronic filing became mandatory for all Form D filings
with the SEC.

The intent of this bulletin is to advise you of revisions to the filing requirements for an issuer
offering or selling securities in New Mexico to Rules 505 and 506 of Federal Regulation D.
Information regarding filing Form D with the SEC is available at
http://www.sec.gov/divisions/corpfin/formdfiling.htm. In addition, the SEC issued a Notice on
February 17 regarding changes brought about by the March 16 electronic filing mandate. It is
available at http://www.sec.gov/info/edgar/ednews/eformd.htm.

PLEASE NOTE THAT RULE 504 REGISTRATIONS ARE NOT COVERED IN THIS
MEMORANDUM. PLEASE REFER TO THE SMALL COMPANY OFFERING
REGISTRATION (SCOR) UNDER NEW MEXICO RULE 12.11.10.
______________________________________________________________________________
INSTRUCTIONS ON HOW TO FILE FORM D IN THIS STATE

What to file with the State of New Mexico

Effective April 13, 2009, an issuer offering or selling securities in reliance on Regulation D,
Rule 505 and New Mexico Statute 58-13C-203; or Rule 506 and New Mexico Statute
58-13C-302C shall file with the New Mexico Securities Division Director:

• An authenticated paper copy of the notice of sale on Form D that was filed electronically
with the SEC (the form is available at http://www.sec.gov/about/forms/formd.pdf) and
• The requisite fee of $350 per New Mexico Statute 58-13C-203 (Rule 505) and
58-13C-302C (Rule 506) made payable to the New Mexico Securities Division and
• A manually signed Form U-2, Uniform Consent to Service of Process.

Revision date: 01/2009

 Securities Division
Information: Regulation D

How to file with the State of New Mexico

A paper filing shall be submitted to the Securities Division Director at 2550 Cerrillos Road,
Santa Fe, NM 87505. All filings shall be submitted with the appropriate filing fee of $350, made
payable to the New Mexico Securities Division.

In order to make an electronic filing on Form D with the SEC, an issuer will need to obtain an
EDGAR access code. If the issuer does not already have an EDGAR access code, the
authentication process should be reviewed in advance of an anticipated filing of Form D because
the authorization process could be time consuming, and result in the late filing of a notice in this
state. EDGAR access codes may be obtained by following the instructions at
https://www.filermanagement.edgarfiling.sec.gov. For additional information on how to file
with the SEC, go to http://www.sec.gov/divisions/corpfin/formdfiling.htm.

When to file with the State of New Mexico

The Form D for Rule 505 shall be filed at least 5 days prior to the first offering in New Mexico
while the Form D for Rule 506 shall be filed no later than 15 calendar days after the first sale of
securities in New Mexico. If the last day for filing falls on a Saturday, Sunday or holiday, the
due date is the first business day following.

Late filings with New Mexico

Issuers who do not timely file a claim of exemption pursuant to Rule 505 may be subject to
rescission liability as well as administrative penalties. Late 505 filers should contact the New
Mexico Securities Deputy Director, Michael Vargon at (505) 476-4585 or
Mike.Vargon@state.nm.us. Issuers who do not timely file a notice pursuant to Rule 506 will be
subject to a late filing fee of $700 if filed within 10 days after the due date, or $1,050 if filed
later.

When to file amendment with the State of New Mexico

Amendments need to be filed to correct material mistakes of fact or errors on a previously filed
Form D as soon as practicable after discovering the mistake or error. The SEC’s requirements
for filing an amendment to Form D are found in the Code of Federal Regulations, 17 CFR
230.503(a) (1)-(4). An amendment to a previously filed Form D must provide current
information in response to all requirements of the notice of sale on Form D regardless of why the
amendment is filed.

Contact the State of New Mexico for help with questions regarding filing requirements

For further information you may see the Agency website at www.rld.state.nm.us/Securities.
Requests for additional information or questions regarding this Bulletin may be directed to:
Tom Fuentes, at (505) 476-4578, or tom.fuentes@state.nm.us.

New Mexico Regulation and Licensing Department

SECURITIES DIVISION
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