Form S-8

Lawyer Links Hyperlinked Version

Direct links to this hyperlinked version
are included below on this page

SEC Website PDF

Summary

Form S-8 provides an abbreviated disclosure format

For registration of securities issued
pursuant to employee benefit plans
For offerings made primarily for
compensatory and incentive purposes

Developments

"Shell Company" amendments

SEC adopted rules to prohibit use of Form S-8
by shell companies
See Shell Companies

General Instructions

A - Use of Form S-8 Eligibility

Form S-8
Regulation FD Rule 103
Amended by SEC Rel 33-8587 2005

B - SEC general rules

Form S-8

C - Reoffers and resales

D - Filing and effectiveness

Form S-8

E - Additional securities

Form S-8

F - Registration of plan interests

Form S-8

G - Updating

Form S-8

Part I Plan Information

Instruction

Form S-8

Item 1 - Plan information

Form S-8

Item 2 - Delivery of information

Form S-8

Part II Information Required in Registration Statement

Item 3 - Incorporation by reference

Form S-8

Item 4 - Description of securities

Item 5 - Interests of experts and counsel

Item 6 - Indemnification of directors and officers

Item 7 - Exemption from registration claimed

Form S-8

Item 8 - Exhibits

Form S-8

S-K 601
Applicable exhibits

4 Indentures
5 Legal opinion
15 Auditor letter: Interim financials
23 Consents of experts and counsel
24 Power of attorney
99 Additional exhibits

Item 9 - Undertakings

Signatures

SEC Releases

Final release 33-6867 1990

Proposal release 33-6836 1989
Streamlined S-8 registration requirements

Proposal release 33-7506 1998

Addressed specified abuses

Particularly issuances to consultants and advisors
Allows use by family members

To facilitate transfers for estate planning purposes and under domestic relations orders

Final release 33-8587 2005

Made changes to prohibit use of Form S-8
by shell companies
Shell Companies

SEC FAQs

Telephone Manual 1997

First Supplement 1999

Related SEC Rules

Rule 428

Documents Constituting a Section 10(a) Prospectus for Form S-8 Registration Statement; Requirements Relating to Offerings of Securities Registered on Form S-8
Text of Rule 428

SEC Releases

SEC Release 33-6867: 55 FR 23923 6.13.90
SEC Release 33-8070: 67 FR 13518, 13537 3.22.02

SEC No-Action Letters

American Bar Association ABA 2000

American Bar Association ABA 05.01.89

American Bar Association ABA 02.14.89

Boulevard Bancorp 1987

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