SEC FORM S-8:

Registration of securities on Form S-8 is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”), providing significant benefits to small issuers.  Form S-8 is available to register securities offered to employees and consultants under benefit plans under limited circumstances.

 

Because a registration statement on Form S-8 is effective upon filing it offers benefits to SEC reporting companies, most significantly that an S-8 registration statement becomes effective upon filing and the shares registered may be issued without a restrictive legend.

As discussed below, the use of Form S-8 is restricted and may only be used by certain issuers under limited circumstances.

In recent years, the misuse of Form S-8 registration statements have been the subject of numerous Securities and Exchange Commission (“SEC”) enforcement actions.

Requirements of S-8:

While there are many benefits for the use of Form S-8 registration statement, an issuer must strictly conform to the following requirements for the use of Form S-8:

 

  • Immediately before the time of filing the Form S-8 registration statement, the issuer must be required to file reports under Section 13 or Section 15(d) of the Exchange Act;

  • The issuer must have filed all reports and other materials required to be filed by Section 13 or Section 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports and materials);

  • The issuer cannot be a shell company and cannot have been a shell company for at least 60 days before filing of the Form S-8 registration statement;

  • If the issuer has been a shell company at any time, it must have filed current “Form 10 information” with the SEC at least 60 days prior to the filing date of the S-8 registration statement reflecting its status as an issuer that is not a shell company;

  • The recipient of shares registered on a Form S-8 registration statement must be a natural person and not a corporate entity;

  • The S-8 Shares must only be used to compensate a person who provides bona fide services to the issuer;

  • The services provided must not be in connection with a capital raising transaction;

  • The services provided must not directly or indirectly promote or maintain a market for the issuer’s securities; and

  • The agreement for the services provided must be in writing.

 

Prohibited Services

  • Compensation with securities registered on a Form S-8 registration statement are strictly prohibited in the following service categories:

  • Shareholder communications services (i.e. preparation of press releases or other publicly disseminated information regarding the issuer);

  • Arranging for or affecting merger transactions which cause a private company to become publicly traded;

  • Capital raising services;

  • Internet or other newsletter writers who “tout” the issuer’s securities, recommend the issuer’s securities or who otherwise simply discuss the issuer’s business;

  • Spam email services; and

  • Any other service which relates to the publishing or dissemination of information that reasonably is expected to influence the price of the issuer’s securities.

The following are a few of the illegal uses of shares subject to a Form S-8 registration statement that have been subject to SEC enforcement actions:

  • Repayment of loans shares registered on a Form S-8 registration statement;

  • Delivery of the proceeds from shares issued on Form S-8 disguised in the issuer’s financial statements as an investment in the issuer’s restricted securities;

  • Delivery the proceeds from shares registered on Form S-8 disguised in the issuer’s financial statements as a loan; and

  • Payment of an issuer’s bills or obligations with S-8 proceeds.

The Benefits That Remain:

  • A registration statement on Form S-8 is immediately effective upon filing and unrestricted securities can immediately be issued;

  • S-8 is a short form registration statement which requires an abbreviated disclosure format, much of which is satisfied by incorporation by reference to periodic and other reports filed by the issuer;

  • Consistent with its regulatory purpose, issuers may use a Form S-8 registration statement to issue free trading securities (subject to volume limitations) to its employees, officers, directors, consultants or advisors as an incentive or for compensation for permissible services; and

  • S-8 is an alternative to cash compensation.

Form S-4 is filed on the SEC EDGAR system in HTML format. The SEC only accepts a simplified version of HTML, requiring the source documents to be converted using specialized SEC EDGAR software (as opposed to simply using the "Save as HTML" option in a word processor). Form S-4 also requires the filing entity to be registered with the SEC EDGAR system and have valid EDGAR filing codes, and possibly pay a fee based on the number and offering price of any new shares being registered.

To Retain and Engage Private Placement Markets for a S-8 Registration Statement Filing:

Private Placement Markets regularly works with companies and their legal counsel with respect to the creating and filing of SEC Form S-8; we consider it one of our specialties. 

 

After the complete SEC Form S-8 is drafted and approved by your company, Private Placement Markets will convert the approved and finalized S-8 Registration Statement to SEC EDGAR HTML format, and provide you and your team with an online proof. After obtaining your final approval, we file the Form S-8 with the SEC EDGAR system.

The entire Private Placement Markets team is available throughout this entire process to prepare and submit subsequent amendments, redlines, and correspondence letters.

 

Service(s) to be Provided:

  • Drafting & Preparation of a Federal Securities Laws Compliant S-8 Registration Statement.

    • Our Custom S-8 Registration Statement includes (but is not limited to):

      • Structuring and Development of a Presentation Grade S-8 Registration Statement,

      • all SEC Filing(s) as required via the EDGAR,

      • Does Not include any expenses associated with any required Financial Audits, Legal Opinion Letters, Stock Transfer Agents, and/or any Shares Registration Fees payable to the SEC 

To engage us for a Custom S-8 Registration Statement Preparation:

  1. Private Placement Markets is very selective about the S-8 Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your S-8 needs.

  2. If there is a mutual interest to engage for the Drafting and Filing of your S-8, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Custom S-8 Registration Statement. Our total estimated cost for a Custom S-8 Registration Statement is a Flat $30,000 USD (50% = $15,000 USD). NOTE: The balance of $15,000 will be due and payable 30 days net from retaining services or upon delivery of a final S-8 Registration Statement whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom S-8 Registration Statement.

  4. General Time from Start-to-Finish, given the vast number of Registration Statemetns we have done over the past five plus years, approximately two to four weeks (could be shorter, could be longer, much depends on complexity and amount of information). 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111

Email: Steve@PPMSecurities.com

Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.

 

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