The Definitive Guide to Form S-8

Gibson Dunn’s Aaron Briggs enlightens us on all things Form S-8, including:

1. What plan offers must be registered? And which ones are exempt? What types of plans fall in which bucket?
2. How do you figure out the amount of offers and securities to register on a Form S-8? What are “plan interests”? How does tracking happen in practice – share counting?
3. What if you use “treasury shares” to fund a plan’s share reserve?
4. How do you determine the amount of the filing fee to be paid? What are “offset” fees?
5. You can register offers & securities for multiple plans on a single S-8. How does the calculation of the filing fee work for that? What goes on the cover?
6. What goes on the Form S-8 cover?
7. What else is part of the S-8? How is the plan prospectus handled – who takes the lead on that? What exhibits are filed?
8. What about adding new shares? Do you have to file a new S-8? Can you just file a post-effective amendment to the S-8?
9. If you’re a NYSE-listed company, you may need to file a supplemental listing application (“SLAP”) when you file the S-8 – what is involved?