The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete. |
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
|
| OMB APPROVAL |
| OMB Number: |
3235-0076 |
| Estimated average burden |
| hours per response: |
4.00 |
|
|
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001446731 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| Cypress Income Fund 8, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| CA |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2008 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Cypress Income Fund 8, LLC |
| Street Address 1 |
Street Address 2 |
| 188 THE EMBARCADERO, SUITE 420 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| SAN FRANCISCO |
CA |
94105 |
415-281-3020 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Harwood |
Stephen |
Rogers |
| Street Address 1 |
Street Address 2 |
| 188 The Embarcadero, Suite 420 |
| City |
State/Province/Country |
ZIP/PostalCode |
| San Francisco |
CA |
94105 |
| Relationship: |
X |
Executive Officer |
X |
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Officer and Director of LLC Manager
| Last Name |
First Name |
Middle Name |
| Cypress Equipment Management Corp V |
NA |
|
| Street Address 1 |
Street Address 2 |
| 188 The Embarcadero, Suite 420 |
| City |
State/Province/Country |
ZIP/PostalCode |
| San Francisco |
CA |
94105 |
| Relationship: |
X |
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
LLC Manager
| Last Name |
First Name |
Middle Name |
| Park |
Kenneth |
|
| Street Address 1 |
Street Address 2 |
| 188 The Embarcadero, Suite 420 |
| City |
State/Province/Country |
ZIP/PostalCode |
| San Francisco |
CA |
94105 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Officer of LLC Manager
| Last Name |
First Name |
Middle Name |
| Rael |
Daniel |
|
| Street Address 1 |
Street Address 2 |
| 188 The Embarcadero, Suite 420 |
| City |
State/Province/Country |
ZIP/PostalCode |
| San Francisco |
CA |
94105 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Officer of LLC Manager
4. Industry Group
| |
Agriculture |
|
Banking & Financial Services |
|
| |
Commercial Banking |
| |
Insurance |
| |
Investing |
| |
Investment Banking |
| |
Pooled Investment Fund |
|
|
|
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940? |
|
|
| X |
Other Banking & Financial Services |
|
| |
Business Services |
|
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
|
|
|
|
|
|
|
|
|
| |
Manufacturing |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
Retailing |
|
Restaurants |
|
Technology |
|
|
|
|
|
|
|
Travel |
|
|
|
|
|
| |
Tourism & Travel Services |
|
|
|
|
Other |
|
5. Issuer Size
| Revenue Range |
OR |
Aggregate Net Asset Value Range |
| |
No Revenues |
|
No Aggregate Net Asset Value |
| |
$1 - $1,000,000 |
|
$1 - $5,000,000 |
| |
$1,000,001 - $5,000,000 |
|
$5,000,001 - $25,000,000 |
| |
$5,000,001 - $25,000,000 |
|
$25,000,001 - $50,000,000 |
| |
$25,000,001 - $100,000,000 |
|
$50,000,001 - $100,000,000 |
| |
Over $100,000,000 |
|
Over $100,000,000 |
| X |
Decline to Disclose |
|
Decline to Disclose |
| |
Not Applicable |
|
Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
| |
Rule 504(b)(1) (not (i), (ii) or (iii)) |
|
Rule 505 |
| |
Rule 504 (b)(1)(i) |
X |
Rule 506 |
| |
Rule 504 (b)(1)(ii) |
|
Securities Act Section 4(5) |
| |
Rule 504 (b)(1)(iii) |
|
Investment Company Act Section 3(c) |
|
| |
Section 3(c)(1) |
|
Section 3(c)(9) |
|
| |
Section 3(c)(2) |
|
Section 3(c)(10) |
|
| |
Section 3(c)(3) |
|
Section 3(c)(11) |
|
| |
Section 3(c)(4) |
|
Section 3(c)(12) |
|
| |
Section 3(c)(5) |
|
Section 3(c)(13) |
|
| |
Section 3(c)(6) |
|
Section 3(c)(14) |
|
|
|
7. Type of Filing
| |
New Notice |
|
Date of First Sale |
2008-12-04 |
|
|
First Sale Yet to Occur |
| X |
Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? |
|
|
9. Type(s) of Securities Offered (select all that apply)
| |
Equity |
|
Pooled Investment Fund Interests |
| X |
Debt |
|
Tenant-in-Common Securities |
| |
Option, Warrant or Other Right to Acquire Another Security |
|
Mineral Property Securities |
| |
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
|
Other (describe) |
|
|
10. Business Combination Transaction
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
|
|
Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor |
$25,000
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
|
None |
|
| Cypress Capital Corporation |
42618 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Cypress Capital Corporation |
42618 |
| Street Address 1 |
Street Address 2 |
| 188 The Embarcadero, Suite 420 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Francisco |
CA |
94105 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AZ |
| AR |
| CA |
| CO |
| CT |
| DC |
| FL |
| GA |
| HI |
| ID |
| IL |
| IN |
| IA |
| KS |
| KY |
| LA |
| MD |
| MA |
| MI |
| MN |
| MO |
| NE |
| NV |
| NJ |
| NY |
| NC |
| OH |
| OR |
| PA |
| SC |
| TN |
| TX |
| UT |
| VT |
| VA |
| WA |
| WI |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| VSR Financial Services, Inc. |
14503 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| VSR Financial Services, Inc. |
14503 |
| Street Address 1 |
Street Address 2 |
| 8620 W. 110th Street, Suite 200 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Overland Park |
KS |
66210 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AZ |
| AR |
| CA |
| CO |
| CT |
| DE |
| DC |
| FL |
| GA |
| HI |
| ID |
| IL |
| IN |
| IA |
| KS |
| KY |
| LA |
| MD |
| MA |
| MI |
| MN |
| MS |
| MO |
| MT |
| NE |
| NV |
| NH |
| NJ |
| NM |
| NY |
| NC |
| ND |
| OH |
| OK |
| OR |
| PA |
| SC |
| SD |
| TN |
| TX |
| UT |
| VT |
| VA |
| WA |
| WV |
| WI |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Cheryl Knight |
1854248 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| The Strategic Financial Alliance, Inc. |
126514 |
| Street Address 1 |
Street Address 2 |
| 27401 Los Altos, Suite 285 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Mission Viejo |
CA |
92691 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AZ |
| AR |
| CA |
| CO |
| FL |
| GA |
| ID |
| IL |
| KS |
| MO |
| NV |
| NM |
| NY |
| OH |
| OK |
| PA |
| TX |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Scott W. Buss |
4403736 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| QA3 Financial Group |
14754 |
| Street Address 1 |
Street Address 2 |
| 3801 West 34th, Suite 135 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Sioux Falls |
SD |
57106 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Pacific West Securities, Inc. |
6390 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Pacific West Securities, Inc. |
6390 |
| Street Address 1 |
Street Address 2 |
| 555 S. Renton Village Pl., Suite 700 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Renton |
WA |
98057 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AZ |
| AR |
| CA |
| CO |
| CT |
| DE |
| DC |
| FL |
| GA |
| HI |
| ID |
| IL |
| IN |
| IA |
| KS |
| KY |
| LA |
| MD |
| MA |
| MI |
| MN |
| MS |
| MO |
| MT |
| NE |
| NV |
| NH |
| NJ |
| NM |
| NY |
| NC |
| ND |
| OH |
| OK |
| OR |
| PA |
| SC |
| SD |
| TN |
| TX |
| UT |
| VT |
| VA |
| WA |
| WV |
| WI |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| H. Beck, Inc. |
1763 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| H. Beck, Inc. |
1763 |
| Street Address 1 |
Street Address 2 |
| 11140 Rockvill Pike, Suite 400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Rockville |
MD |
20852 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AZ |
| AR |
| CA |
| CO |
| CT |
| DE |
| DC |
| FL |
| GA |
| HI |
| ID |
| IL |
| IN |
| IA |
| KS |
| KY |
| LA |
| MD |
| MA |
| MI |
| MN |
| MS |
| MO |
| MT |
| NE |
| NV |
| NH |
| NJ |
| NM |
| NY |
| NC |
| ND |
| OH |
| OK |
| OR |
| PA |
| SC |
| SD |
| TN |
| TX |
| UT |
| VT |
| VA |
| WA |
| WV |
| WI |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Crown Capital Securities, L.P. |
6312 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Crown Capital Securities, L.P. |
6312 |
| Street Address 1 |
Street Address 2 |
| 725 Town and Country Road, Suite 530 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Orange |
CA |
92868 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AZ |
| AR |
| CA |
| CO |
| CT |
| DE |
| DC |
| FL |
| GA |
| HI |
| ID |
| IL |
| IN |
| IA |
| KS |
| KY |
| LA |
| MD |
| MA |
| MI |
| MN |
| MS |
| MO |
| MT |
| NE |
| NV |
| NH |
| NJ |
| NM |
| NY |
| NC |
| ND |
| OH |
| OK |
| OR |
| PA |
| SC |
| SD |
| TN |
| TX |
| UT |
| VT |
| VA |
| WA |
| WV |
| WI |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Eliot S. Rosenberg |
1056584 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Calton and Associates, Inc. |
20999 |
| Street Address 1 |
Street Address 2 |
| 2804 Remington Green Cir., Ste 4 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Tallahassee |
FL |
32308 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| DE |
| DC |
| FL |
| GA |
| IL |
| IN |
| IA |
| MD |
| MS |
| NC |
| OH |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Berthel, Fisher and Company Financial Services, Inc. |
13609 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Berthel, Fisher and Company Financial Services, Inc. |
13609 |
| Street Address 1 |
Street Address 2 |
| 701 Tama Street, Bldg. B |
| City |
State/Province/Country |
ZIP/Postal Code |
| Marion |
IA |
52302 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AZ |
| AR |
| CA |
| CO |
| CT |
| DE |
| DC |
| FL |
| GA |
| HI |
| ID |
| IL |
| IN |
| IA |
| KS |
| KY |
| LA |
| MD |
| MA |
| MI |
| MN |
| MS |
| MO |
| MT |
| NE |
| NV |
| NH |
| NJ |
| NM |
| NY |
| NC |
| ND |
| OH |
| OK |
| OR |
| PA |
| SC |
| SD |
| TN |
| TX |
| UT |
| VT |
| VA |
| WA |
| WV |
| WI |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Scott M. Bresky |
1427534 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Alternative Wealth Strategies, Inc. |
130933 |
| Street Address 1 |
Street Address 2 |
| 101 Eisenhower Parkway, Ste. 300 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Roseland |
NJ |
07068 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Jack Thomas |
2773136 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| AFA Financial Group, LLC |
127648 |
| Street Address 1 |
Street Address 2 |
| 26637 W. Agoura Road |
| City |
State/Province/Country |
ZIP/Postal Code |
| Calabasas |
CA |
91302 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Donald G. Dewaay, Jr. |
1297174 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Dewaay Financial Network, LLC |
30767 |
| Street Address 1 |
Street Address 2 |
| 13001 University Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| Clive |
IA |
50325 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AK |
| AZ |
| AR |
| CA |
| CO |
| CT |
| DC |
| FL |
| GA |
| HI |
| ID |
| IL |
| IN |
| IA |
| KS |
| KY |
| MA |
| MI |
| MN |
| MO |
| MT |
| NE |
| NV |
| NM |
| NY |
| NC |
| ND |
| OH |
| OK |
| OR |
| PA |
| RI |
| SC |
| SD |
| TX |
| UT |
| VT |
| VA |
| WA |
| WI |
| WY |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Joshua Eric Cross |
4522751 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Dewaay Financial Network, LLC |
30767 |
| Street Address 1 |
Street Address 2 |
| 13001 University Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| Clive |
IA |
50325 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AZ |
| FL |
| HI |
| IL |
| IA |
| KS |
| KY |
| MA |
| MN |
| MO |
| NE |
| NV |
| NC |
| OH |
| TX |
| WA |
| WI |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Brenton W. Collins |
4915000 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Dewaay Financial Network, LLC |
30767 |
| Street Address 1 |
Street Address 2 |
| 13001 University Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| Clive |
IA |
50325 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AZ |
| GA |
| HI |
| IN |
| IA |
| MO |
| NE |
| OH |
| OK |
| OR |
| PA |
| UT |
| WA |
| WI |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Norman Gary Price |
2406981 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| RP Capital LLC |
134768 |
| Street Address 1 |
Street Address 2 |
| 5202 Olympic Drive NW, Suite 101 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Gig Harbor |
WA |
98335 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| William E. Riley, Jr. |
1493287 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Silver Oak Securities, Incorporated |
46947 |
| Street Address 1 |
Street Address 2 |
| 512 Main Street, Ste. 1400 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Forth Worth |
TX |
76102 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| David L. Goodman |
1429972 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Transam Securities, Inc. |
18923 |
| Street Address 1 |
Street Address 2 |
| 1111 Douglas Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| Altamonte Springs |
FL |
32714 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Edmund J. Cody |
600613 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| QA3 Financial Corp |
14754 |
| Street Address 1 |
Street Address 2 |
| 1908 Tice Valley Blvd., Suite C |
| City |
State/Province/Country |
ZIP/Postal Code |
| Walnut Creek |
CA |
94595 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Gary T. Lindsey |
2398788 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| QA3 Financial Corp |
14754 |
| Street Address 1 |
Street Address 2 |
| 132 E. 500 South, Ste. 1 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Bountiful |
UT |
84010 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Michael E. Tomren |
2899318 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| QA3 Financial Corp. |
14754 |
| Street Address 1 |
Street Address 2 |
| 1908 Tice Valley Blvd., Suite C |
| City |
State/Province/Country |
ZIP/Postal Code |
| Walnut Creek |
CA |
94595 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AZ |
| AR |
| CA |
| CO |
| FL |
| HI |
| ID |
| IL |
| IN |
| IA |
| MI |
| MN |
| MT |
| NV |
| NM |
| NY |
| NC |
| OR |
| PA |
| SD |
| TX |
| UT |
| VT |
| VA |
| WA |
| WY |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Christopher G. Pink |
5382867 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Calton and Associates, Inc. |
20999 |
| Street Address 1 |
Street Address 2 |
| 2804 Remington Green Cir., Ste 4 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Tallahassee |
FL |
32308 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Shawn C. Spellacy |
2275119 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Calton and Associates, Inc. |
20999 |
| Street Address 1 |
Street Address 2 |
| 8035 Madison Ave., Bldg. B |
| City |
State/Province/Country |
ZIP/Postal Code |
| Citrus Heights |
CA |
95610 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Bette G. Tydings |
844203 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| AFA Financial Group, LLC |
127648 |
| Street Address 1 |
Street Address 2 |
| 26637 W. Agoura Rd. |
| City |
State/Province/Country |
ZIP/Postal Code |
| Calabasas |
CA |
91302 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Kenneth N. Vaughn |
4804497 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| AFA Financial Group, LLC |
127648 |
| Street Address 1 |
Street Address 2 |
| 300 New Stine Road, Ste. 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Bakersfield |
CA |
93309 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Timothy F. Wilbur |
2744417 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| AFA Financial Group, LLC |
127648 |
| Street Address 1 |
Street Address 2 |
| 26637 W. Agoura Rd. |
| City |
State/Province/Country |
ZIP/Postal Code |
| Calabasas |
CA |
91302 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Bryan D. Myers |
2527480 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Chapin, Davis |
28116 |
| Street Address 1 |
Street Address 2 |
| 2 Village Square, Ste. 200 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Baltimore |
MD |
21210 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| John D. Robinson |
1085991 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Calton and Associates, Inc. |
20999 |
| Street Address 1 |
Street Address 2 |
| 14497 N. Dale Mabry Hwy |
Suite 215 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Tampa |
FL |
33618 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AL |
| AZ |
| CA |
| CO |
| FL |
| IN |
| NJ |
| OH |
| TN |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Robert L. Galloway |
4987746 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Capital Financial Services, Inc. |
8408 |
| Street Address 1 |
Street Address 2 |
| 250 Creekstone Ridge |
| City |
State/Province/Country |
ZIP/Postal Code |
| Woodstock |
GA |
30188 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Martin C. Harris |
500745 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Chester Harris and Company, Incorporated |
7116 |
| Street Address 1 |
Street Address 2 |
| 222 Mamaroneck Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| White Plains |
NY |
10605 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| David A. Harris |
500413 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Chester Harris and Company, Incorporated |
7116 |
| Street Address 1 |
Street Address 2 |
| 222 Mamaroneck Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| White Plains |
NY |
10605 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| David A. Harris |
500413 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| David Harris and Co., Inc. |
45670 |
| Street Address 1 |
Street Address 2 |
| 222 Mamaroneck Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| White Plains |
NY |
10605 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
| AZ |
| CA |
| CT |
| FL |
| HI |
| IL |
| MD |
| MI |
| NJ |
| NY |
| NC |
| VA |
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Donald A. Tessmer |
1834222 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Resource Horizons Group LLC |
104368 |
| Street Address 1 |
Street Address 2 |
| 1870 The Exchange |
Suite 100 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Atlanta |
GA |
30339 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Carlos Q. Ingram |
4342081 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Silver Oak Securities, Incorporated |
46947 |
| Street Address 1 |
Street Address 2 |
| 3339 N. Highland Ave. |
| City |
State/Province/Country |
ZIP/Postal Code |
| Jackson |
TN |
38305 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Hilliard D. Jones |
261279 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| The Strategic Financial Alliance, Inc. |
126514 |
| Street Address 1 |
Street Address 2 |
| 4735 Millbrook Drive, NW |
Suite 200 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Atlanta |
GA |
30327 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| John T. Dunn |
2448503 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| The Strategic Financial Alliance, Inc. |
126514 |
| Street Address 1 |
Street Address 2 |
| 107 Weatherstone Drive |
Suite 520 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Woodstock |
GA |
30188 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
| Recipient |
| Recipient CRD Number |
|
None |
|
| Dean A. Faracchio |
1004499 |
| (Associated) Broker or Dealer |
|
None |
|
| (Associated) Broker or Dealer CRD Number |
|
None |
|
| Transam Securities, Inc. |
18923 |
| Street Address 1 |
Street Address 2 |
| 1111 Douglas Avenue |
| City |
State/Province/Country |
ZIP/Postal Code |
| Altamonte Springs |
FL |
32714 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
|
13. Offering and Sales Amounts
| Total Offering Amount |
$20,000,000
|
USD |
|
| Total Amount Sold |
$19,756,942
|
USD |
| Total Remaining to be Sold |
$243,058
|
USD |
|
Clarification of Response (if Necessary):
14. Investors
|
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
|
|
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
|
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
| Sales Commissions |
$1,500,000
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
| In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified
from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).
|
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
| Issuer |
Signature |
Name of Signer |
Title |
Date |
| Cypress Income Fund 8, LLC |
/s/ Daniel Rael |
Daniel Rael |
Vice President of Manager of Issuer |
2009-05-26 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.