Private Placements 117 Rule 504 requires that the terms and conditions of Rule 501 (that is, ac- credited investors) and clauses (a), (c), and (d) of Rule 502 are met, except that clauses (c) and (d) will not apply under certain conditions that depend largely upon state law. For example, Rule 504 doesn't require you to register a formal disclosure document (also known as a prospectus), or even send one to offerees. (However, Regulation D filings do require you to file a Form D--a simple form that summarizes your offering and the basis for the exemption--within 15 days of the first sale.) An offering under Rule 504 is still subject to the general anti- fraud provisions of the Securities Exchange Act. All information that you provide to the prospective investor must be accurate and not misleading in its content or its omissions. Since there's a great deal of information that potential investors must understand and procedures that they'll have to follow, I recommend that you have a prospectus--it will protect you, your management team, and your company against any subsequent claims by disgruntled or confused investors. Finally, if you're looking to raise capital under Rule 504, be sure to examine applicable state laws very carefully. Although many states have adopted over- all securities laws similar to Regulation D, many do not include an exemption