Equity securities issued as employee compensation must either be SEC-registered or qualify for an exemption from registration. While a company is private and is not required to file reports under the Exchange Act, Rule 701 of the Securities Act provides a safe harbor exemption from registration for equity securities issued as employee compensation. For reporting issuers, equity securities issued as employee compensation can be registered on Form S-8. Form S-8 is used by an issuer to register securities to be issued under employee benefit plans, such as stock option, restricted stock or employee stock purchase plans. Practical Law has resources to assist counsel with:

An issuer uses Form S-8 to register securities to be issued under employee benefit plans, such as stock option, restricted stock or employee stock purchase plans. Securities Act registration for these securities can be completed by filing a short form registration statement on Form S-8. This form permits an unlimited number of securities to be registered, allowing a company to incorporate by reference its current and future Exchange Act reports. It does not require the company to file a prospectus with the SEC, but it instead must provide employees with a prospectus containing specified information.

Practical Law's Practice Note, Registration Statement: Form S-8 can help counsel to understand:

Practical Law's Practice Note, Form S-8 Considerations: Prospectus Disclosure and Annual Reports also identifies issues relating to the requirements of an issuer to:

Practical Law's Standard Clauses, Board Resolutions: Initial Public Offering sets out the resolutions for approving the preparation and filing for the Form S-8 registration statement.

Practical Law's Practice Note, Filing Documents with the SEC details the standard procedures an entity must comply with when filing registration statements with the SEC. This Note contains information on issues such as: