I got the below info from this site. Aren't you glad you asked what a D-504 is;)
sec.gov
II. FORMS
A. Form D
The Commission currently requires the filing of Form D by an
issuer that engages in an unregistered offering of its securities
in reliance on an exemption under Regulation D or Section 4(6) of
the Securities Act. For each claimed exempt offering, an issuer
must file a Form D with the Commission no later than 15 days
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after the first sale of securities. Form D requires the issuer
to disclose basic information concerning the identity of the
issuer and the offering, including the exemption being claimed
and information regarding the offering price, number of
investors, expenses, and use of proceeds. An issuer also may use
the Form to give notice to state securities regulators of its
reliance on the Uniform Limited Offering Exemption ("ULOE")
-[38]- for its securities offering exemption in states that
have adopted ULOE and Form D.
The Commission proposes to amend Form D to eliminate the
federal requirement that issuers file Form D when relying on the
Regulation D or Section 4(6) exemptions. -[39]- A Form D
typically provides only minimal information about the issuer and
the offering. Moreover, the Commission does not require an
issuer to file a notice when making offerings under certain other
exemptions from Securities Act registration, such as an
intrastate offering under the Rule 147 safe harbor. -[40]-
---------FOOTNOTES----------
-[38]- See NASAA Rep. (CCH) 6201. The North American
Securities Administrators Association, Inc.
("NASAA") adopted the ULOE in 1983 to provide a
model blue sky exemption for certain offers or
sales of securities that are sold in compliance
with Rules 505 and 506 of Regulation D under the
Securities Act. The purposes of the ULOE are two-
fold: to create a state limited offering
exemption that is compatible with federal
exemptions and to create a uniform exemption that
could be adopted by the states.
-[39]- In 1994, 7,494 filings on Form D were made. From
January through October 1995, 6,066 filings were
made.
-[40]- 17 CFR 230.147. See also 15 U.S.C. 77c(a)(11).
==========================================START OF PAGE 8======
Certain information regarding unregistered sales, similar to that
provided in Form D, is currently required by Item 701 of
Regulation S-K, -[41]- which applies to an issuer
registering an initial public offering or other offering of
securities on Form S-1, as well as to a foreign private issuer
registering an offering of securities on Form F-1. Small
business issuers are required to disclose similar information
pursuant to the requirements of Form SB-1 and the requirements of
Item 701 of Regulation S-B, -[42]- which applies to
offerings registered on Form SB-2. -[43]-
Although the additional information provided in Form D is of
minimal usefulness for federal purposes, the Commission notes
that many states appear to find that Form useful. The Commission
recognizes that a single federal form has obviated the need for
multiple state forms for the purposes of ULOE. Thus, the Form
has had the effect of creating a uniform state approach to ULOE
notifications.
As a result, the Commission proposes to retain Form D, but
to eliminate the Form D filing requirement for the Regulation D
and Section 4(6) exemptions. The Commission proposes to amend
Rule 503, which sets forth the notice filing requirement for
---------FOOTNOTES----------
-[41]- 17 CFR 229.701.
-[42]- 17 CFR 228.701.
-[43]- The Commission has proposed to require disclosure
requiring unregistered sales on a quarterly basis,
including information about sales pursuant to
Regulation D. See Release No. 33-7189 (June 27,
1995) [60 FR 35656].
==========================================START OF PAGE 9======
issuers claiming a Regulation D exemption, to require issuers to
prepare and retain the Form D notice after the first sale of
securities. As proposed, Form D would be required to be retained
by the issuer in its records for at least three years after the
first sale of securities made in reliance on Regulation D,
subject to possible inspection by the Commission's staff. Since
the requirement to file Form D would be rescinded, the Commission
proposes to eliminate Rule 507, which provides that an issuer is
ineligible to claim a Regulation D exemption if it has previously
been subject to a court order for failing to comply with the
notice requirement of Rule 503. The Commission looks forward to
working with NASAA in reconciling differing federal and state
regulatory needs with respect to Form D.
Comment is requested as to whether Form D is useful to
investors and issuers. Should Form D be rescinded altogether?
Does Form D provide information that would not otherwise be
available in other disclosure documents? Should the Commission
require issuers to prepare and retain Form D only if they are
required to file the Form for state securities law purposes?
Rather than require the preparation of the Form at all, should
the Commission require issuers to have available upon request by
the Commission or its staff the information currently contained
in Form D for a three-year period? Would the elimination of the
Form D filing requirement for Regulation D purposes hinder the
securities offering exemption program in those states that have
adopted ULOE and Form D? Are there any states that require a
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Form D in Rule 504 offerings and is it necessary to maintain a
Form D recordkeeping requirement for offerings pursuant to Rule
504? Should Form D be revised to reflect its primary usefulness
for state regulatory purposes, and if so, how? Is a
recordkeeping requirement for Form D reasonable, and if so, would
a shorter period, e.g., one year or two years, or longer period,
e.g., five years, be more appropriate?
The Commission solicits comment on whether Form D should be
eliminated for Regulation D purposes, but retained for the
purposes of Section 4(6). If Form D is retained for Section 4(6)
purposes, should issuers be required only to prepare and retain,
rather than file, the Form?
If the proposal to require quarterly disclosure of
unregistered sales is adopted, would this adequately substitute
for the information provided by Form D with respect to issuers
required to file reports with the Commission? Would this create
an information gap with respect to non-reporting issuers? Should
Form D be eliminated only if the Commission adopts this proposal?
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