First of all, it appears that you got it all backwards. Filing Form D with the SEC is only required after the first sale of your securities under Regulation D. If whoever you’re working with doesn’t know that, you’re probably in for a ride and very unlikely to receive a quality private placement memorandum that will help you achieve your strategic business objectives.
Investor participation in private placements/Regulation D Offerings has significantly slowed down, but raising funds is still possible if (i) the fundamentals of your company support such an offering, (ii) the terms and conditions of your offering appeal to a diverse variety of investors, and (iii) your offering is done in compliance with state and federal securities laws.
If you are interested, you can download our free whitepaper on “how to reach high-net-worth individuals with your private placement/regulation D offering” at http://insights.fastventures.com/is-bin/guides/htg10302208/index.php
We also have a couple of quality sample private placement memoranda available on our website to dispel some of the myths and misconceptions that are still associated with this financing vehicle. All sample documents are spin-offs of actual offering documents, so, these documents usually provide valuable insights into how to develop a quality offering that is in line with the expectations of investors and incompliance with regulators.
These sample documents are available at http://www.insights.fastventures.com
If you are interested in discussing details of your planned offering please feel free to send me a PM.
I hope this helps.
Advanced Document Design for entrepreneurs, intermediaries, and the financial services industry.