SYNDICATE LEGAL SUPPORT SERVICES

SEC FORM S-8:

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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.

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

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

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Requirements of S-8:

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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;

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• 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);

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• 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;

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• 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;

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

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

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

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

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

 

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Prohibited Services

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

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

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

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• Capital raising services;

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• 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;

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• Spam email services; and

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• 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.

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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:

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

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• 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;

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

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

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The Benefits That Remain:

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

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• 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;

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• 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

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• S-8 is an alternative to cash compensation.

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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.

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To Retain and Engage Syndicate Legal Support Services for a S-8 Registration Statement Filing:

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Syndicate Legal Support Services regularly works with companies and their legal counsel with respect to the drafting and filing of SEC Form S-8; we consider it one of our specialties. The entire Syndicate Legal Support Services 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 

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RATES:

Rates will be based on an Hourly Rate of $45.00 per hour plus expenses incurred including, but not limited to, postage and purchase of any special software necessary to complete task. Time to complete the job will be estimated and any projects estimated over $200.00 will require a TBD down payment. Syndicate Legal Support Services Bills for Services Rendered each week. Syndicate Legal Support Services requires a signed contract, which outlines the project details, prior to beginning any work. 

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