Public companies offer equity awards, such as stock options, restricted stock units, and performance stock units, to incentivize and reward employees for their loyalty and performance. Such equity grants are offered pursuant to various types of employee benefit plans.

In order to issue securities as part of an employee benefit plan, companies must register the securities with the Securities and Exchange Commission (SEC). A Form S-8 is a short-form registration statement that a company files with the SEC in order to register the securities issued pursuant to the company’s employee benefit plans. Examples of employee benefits plans that a company may be issuing securities under include an omnibus incentive compensation plan, an employee stock purchase plan, a retirement savings plan, a non-plan stock option grant, a long-term incentive plan, and a new employee inducement plan.

The Form S-8 follows a standard template. It is divided into two parts, and each part contains numerous sections of required disclosure. Below are the standards sections of required disclosure in a Form S-8:

• Part I: Information Required in the Section 10(a) Prospectus
o Item 1: Plan Information
o Item 2: Registrant Information and Employee Plan Annual Information
• Part II: Information Required in the Registration Statement
o Item 3: Incorporation of Documents by Reference
o Item 4: Description of Securities
o Item 5: Interests of Named Experts and Counsel
o Item 6: Indemnification of Directors and Officers
o Item 7: Exemption from Registration Claimed
o Item 8: Exhibits
o Item 9: Undertakings

In Part I, the company provides information about the employee benefit plan(s). The information covered includes the general nature and purpose of the plan, the securities being offered pursuant to the plan, the employees who may participate in the plan and any unusual risks associated with participation in the plan.

The company is required to provide employees with a prospectus containing the information specified in Part I about the employee benefit plan. This is generally delivered around the same time as the Form S-8 is filed. A Section 10(a) prospectus refers to the information required pursuant to Section 10(a) of the Securities Act of 1933.

The undertakings disclosure required by Item 9 of the Form S-8 regards any facts or events arising after the effective date of the registration statement. The specific disclosure requirements are set forth in Item 512 of Regulation S-K. When a registration statement involves the continuous offering and sale of securities, the undertakings disclosure is generally required.

The Form S-8 is signed by the company’s chief executive officer, chief financial officer, chief accounting officer (if a separate role from the CFO) and a majority of the company’s board of directors. The exhibits required to be attached to the Form S-8 registration statement filing include an opinion of the company’s legal counsel, an auditor’s consent, the applicable employee benefit plans, and a filing fee calculation table.

A Form S-8 registration statement goes effective automatically. Unlike some other types of SEC registration statements, the Form S-8 does not have to go through an SEC review process before being declared effective by the SEC.