S-8 Stock, Use and Misuse

A Form S-8 registration statement is popular with small business issuers as it becomes effective immediately upon filing and allows for incorporation by reference, both of which benefits are not always available to smaller public companies.  A Form S-8 registration statement can be used by Issuers to register securities to be offered to employees and certain consultants under certain employee benefit plans.

To qualify to use an S-8 registration statement the Issuer must: (i) be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended; (ii) have filed all reports required to be filed during the preceding 12 months, or such shorter period of time that the Issuer has been subject to the reporting requirements; (iii) is not a shell company and has not been a shell company for at least 60 calendar days previously; and (iv) if it has been a shell company at any time previously, has filed current Form 10 information with the