The Form S-8

By filing a Form S-8 with the Securities and Exchange Commission (SEC), a business can register those securities that it has awarded to its employees under the terms of an employee benefit plan. The plan can be used to register a number of issuances of securities, such as:

  • Common stock
  • Restricted stock units
  • Stock options
  • Stick purchases allowed under an employee stock purchase program

The following individuals can all have their securities registered with a Form S-8 filing:

  • Employees of the issuer
  • Family of employees, if they receive securities through an employee gift
  • Directors of the issuer
  • Officers of the issuer
  • General partners of the issuer
  • Consultants providing services to the issuer

In the last case, securities issued to consultants can only be registered under the Form S-8 if the services provided by the consultants are not related to the sale of securities by the issuer.

The Form S-8 is especially useful for the following reasons:

  • The form is considered effective as soon as the issuer files it, which is much faster than the usual registration process.
  • The form requires little time to complete, in comparison to the vastly more elaborate Form S-1 that is used for other types of securities registrations.

The Form S-8 would be used more frequently, but it is restricted to those organizations that:

  • Are publicly held, and
  • Which have been timely in submitting their reports to the SEC for the past 12 months, and
  • Which have not been classified as a shell company for at least the preceding 60 days.

In summary, the Form S-8 is much easier to use than other securities registration methods, but it is mostly applicable to shares issued to employees under employee benefit plans, which limits its use.

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