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Author Topic:   New York Filings
OJV
New Member
posted 04-03-2001 10:19 AM     Click Here to See the Profile for OJV   Click Here to Email OJV   Edit/Delete Message   Reply To & Quote Message         
I'd appreciate any thoughts on what to file in New York for the following situation:

Issuer is a Delaware corporation, is completing a private placement, is raising approximately $500,000, will rely on Rule 506 of Regulation D, will sell only to accredited investors, and there will be 1 accredited investor in New York purchasing $25,000 of stock.

It seems that, for New York filings, I can choose between Form 99, Form M-11 or request an exemption letter under Sec. 359(f).

Can any one clear up how these inter-relate and which is the preferred approach among New York practitioners.

Thanks in advance.

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OJV
New Member
posted 04-12-2001 08:03 AM     Click Here to See the Profile for OJV   Click Here to Email OJV   Edit/Delete Message   Reply To & Quote Message         
In answer to my own post, the following should be done for offering under Rule 506:

With the Securities Bureau:

1. File Form 99;
2. Include copy of Form D along with the Form 99; and
3. Pay $200 fee.

With Secretary of State:

4. File consent to service of process;
5. File State Notice and Further State Notice; and
6. Pay $150 fee(State Notice and Further State Notice) and $35 fee (for consent to service of process)

I was informed that exemption letters, while it may be available in this case, take about a year to process. Any other comments?

quote:
Originally posted by OJV on at
I'd appreciate any thoughts on what to file in New York for the following situation:

Issuer is a Delaware corporation, is completing a private placement, is raising approximately $500,000, will rely on Rule 506 of Regulation D, will sell only to accredited investors, and there will be 1 accredited investor in New York purchasing $25,000 of stock.

It seems that, for New York filings, I can choose between Form 99, Form M-11 or request an exemption letter under Sec. 359(f).

Can any one clear up how these inter-relate and which is the preferred approach among New York practitioners.

Thanks in advance.


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N. Patel
Member
posted 04-12-2001 10:16 AM     Click Here to See the Profile for N. Patel   Click Here to Email N. Patel   Edit/Delete Message   Reply To & Quote Message         
It was my understanding that the exemption under 359(f) requires that the Company represent to the State that no offers have yet been made to any resident of NY (at the time of submitting an exmeption letter). Since your deal was probably already underway, the offer was already made and therefore 359(f) was not applicable to your situation.

Last month I spoke to the attorney general's office and they indicated that exemption letters are processed within a week. Maybe I spoke to someone who was too optimistic?

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