Form S-8 Filing – Definition
Form S-8 filing is a form filed with the Securities and Exchange Commission to disclose detailed and comprehensive information about the intention of the company to adopt programs for offering securities to company personnel or employees.
A Little More on What is an S-8 Filing
The S-8 form companies submit S-8 filing for any stock programs they intend to venture into for the personnel’s benefit. Such individuals may include junior workers, trustees, directors, general partners, consultants, officers of the company, and advisors.
S-8 Filing Requirements
There are several requirements that an issuer must strictly adhere to as far as using form S-8 is concerned. They include the following:
- The issuer must file reports as per the requirement in Section 13 or Section 15(d) of the Exchange Act ahead of form S-8 registration statement filing.
- The issuer must have done filing of reports, including other necessary filing requirements as given in Section 13 or Section 15(d) of the Exchange Act, for the preceding 12 months.
- The issuer must not have existed as a shell company at any given time and cannot be a shell company for at least 60 days ahead of the filing of the Form S-8 registration statement.
- Where the issuer has existed as a shell company at some point, there must have been a current filing of form 10 information with the SEC. It should be done 60 days ahead of the filing date of form S-8 registration statements. By doing so, the company will not reflect as a shell company.
- The shares’ recipient registered on S-8 form registration statement must not be a corporate but a natural person entity.
- The services offered must not be connected with a transaction to do with capital raising.
- The services provided must indirectly promote or maintain a market for the securities of the issuer.
- The provided services in the agreement must be done in writing.