The offers that appear in this table are from partnerships from which Investopedia receives compensation. The consultant’s services also cannot promote or maintain a market for the issuer’s securities. Instant filing notifications by email whenever any public company files an SEC document. Accessed Nov. 20, 2020. The SEC exempts some offerings from its registration requirement, including small or private offerings, interstate offerings, and securities issued by municipal, state, or federal governments. A six-month grace period for filing the Section 8 exists as long as the required fee is paid. SEC Form S-8 is a registration form for securities offered as part of employee benefit plans. The requirements state that a registrant for an S-8 filing must not be a shell company nor been a shell company for at least 60 days prior to the filing. Abbreviated or streamlined forms such as Form S-8 arise from situations in which some investor information required by SEC Form S-1 would not be necessary for prospective investors to make an informed purchase decision. Please note that a Section 8 affidavit is required in order to maintain your registration. q. A company submits an S-8 filing for stock programs that are intended for the benefit of personnel that includes workers, directors, trustees, general partners, officers of the company, consultants and advisors., Changes to better regulate S-8 filings were introduced to prevent abuses of the issuance of stock. If the issuer had been a shell company at any time prior it must file documents with the SEC at least 60 before its S-8 filing to show that is not a shell company any more., S-8 filings include additional prohibitions on who the equity shares may be distributed to. Use the calculator below to verify the filng fees applicable to your SEC EDGAR registration statement. In some cases, the SEC requires less comprehensive documentation for companies that have simpler operating structures or for smaller, more targeted issuances of securities. SEC Form S-2 is a form from the Securities and Exchange Commission (SEC) that served as a simplified registration for the offering of new securities. The amendments stemmed from Form S-8 being used by stock promoters and issuers to orchestrate large illegal distributions of securities by allowing “consultants” to immediately sell their S-8 securities to the public. Company X hires an individual as a consultant. Form S-8 refers to a filing that allows public companies to register securities it offers as part of an employee benefit plan. This form must be filed before any company can list its shares on a national exchange. SEC Form U-1 is an application or declaration made by a company, to the Securities Exchange Commission, of an issue or sale. This individual, though, doesn't provide the company with any consulting services, but does do promotional work to boost the company's share price. S-8 registrations enjoy two immeasurable benefits: S-8 registration statements are not subject to automatic review by SEC examiners, and become effective immediately upon filing. There are restrictions on how the form can be used. Question 240.11. Instructions: Enter the amount of shares being registered (Amount Being Registered) … SEC Filing Fee Calculator This SEC filing fee calculator is provided as a tool to assist law firms and Issuers in the calculation of filing fees applicable to SEC registration statement. "Form S-8 Registration Statement Under the Securities Act of 1933." Regular filings like these also limit fraudulent practices, material misrepresentations, and other acts of deception. S7-2-98] RIN 3235-AG94." The SEC collects fees from companies that complete S-8 filings. 28, SERIES OF 2020 28 December 2020 SEC Form F-8 is a filing with the SEC by Canadian issuers to register securities offered in business combinations, mergers and exchange offers. After submitting your request, you will receive an activation email at the requested email address. Select “Fees” on the left navigation bar; Reference Fed Tag {4200} If a wire transfer of SEC filing fees does not contain the required information in the proper format, the SEC may not be able to identify the payor and the acceptance of the filing may be delayed. The securities cannot be disbursed to individuals or entities that actively promote or otherwise hype the stock through newsletters or other means., Companies that submit S-8 filings must pay registration fees to the SEC based on the value of the stock and the total number of shares that will be issued in the plan. Shares and options offered through S-8 filings have dates that declare when they expire if they are not exercised.. Here's a hypothetical example that was common among companies that misused the Form S-8 filing. Question: An issuer has a Form S-8 on file that registers shares of common stock to be issued upon the exercise of outstanding options.The issuer has decided to stop granting stock options and believes that it has more shares registered on the Form S-8 than it will need to cover the exercise of the outstanding options. In response to abuse of the form by companies in the past, the SEC stipulates that consultants and advisors who receive securities in connection with services that are meant to provide direct or indirect promotion of a firm’s stock do not qualify as participating in an employee benefit plan. The form must be filed before a company issues of these securities. Disclaimer: The Registration Fee Estimator is intended to assist filers in estimating filing fees and provide general guidance on preparing the calculation of Registration Fee Table and related footnotes. Form S-8 can't be used for issuances to anyone who markets or promotes the company's shares. Form S-8 is used when companies issue stock as part of an employee benefit plan including incentive plans, profit-sharing, bonuses, options, or similar opportunities. The SEC stipulates that Form S-8 cannot be used for securities issued to consultants and advisors in certain instances. "Registration Fee Estimator." The fee is calculated by multiplying the aggregate offering amount by .0001091. Form S-8 Registration Statement Under the Securities Act of 1933, 17 CFR PARTS 228, 229, 230 AND 239 [RELEASE NO. U.S. Securities and Exchange Commission. New SEC Filings. ... Filings & Forms. Company SEC filings represent the financial reports and statements filed with the Securities and Exchange Commission by the company. A Filing Fee FEDWIRE Payment Template is available here . Registration requirements for S-8 filings were updated to ensure that consultants who receive stock in this way also provide bona fide services to the issuer. By using Investopedia, you accept our. SEC Form S-11 is a filing that is used to register securities issues for real estate investment trusts (REITs). As such, the combined Section 8 and 9 filing fees are $400 per class. The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). "Staff Observations in the Review of Forms 8-K Filed to report Reverse Mergers and Similar Transactions." by Cydney Posner More new CDIs from Corp Fin, some relating to Form S-8 and the computation of registration fees under Rule 457: Rule 457 – Computation of Fee Revised 240.11 Rule 457(p) permits filing fees to be transferred only after the registered offering has been completed or terminated or the registration statement has been… S-8 Filing: A SEC filing required for companies wishing to issue equity to their employees. After these filings are made, you will receive either a Notice of Acceptance or Renewal or an Office Action within weeks after filing Section 8. HOW WE COLLECT For this project, SEC collects and uses email addresses through an online subscription/sign-up form located at … The individual might act to promote the stock for the purpose of boosting its market price. The SEC collects fees from companies that complete S-8 filings. SEC Filing Fees and How to Calculate Themby Practical Law Corporate & Securities Related Content Maintained • USA (National/Federal)A guide to the SEC's current fees for filing registration statements in connection with securities offerings, specified repurchases of securities, proxy solicitations and statements in corporate control transactions. You must click the activation link in order to complete your subscription. SEC Form S-8 refers to a filing that allows public companies to register securities it offers as part of an employee benefit plan. We also reference original research from other reputable publishers where appropriate. The new SEC filing fee rate will be effective on October 1, 2019. Companies are required by the Securities and Exchange Commission (SEC) to register these securities before they are issued under the Securities Exchange Act of 1933. SEC's Adopting Release: Update of Statistical Disclosures for Bank and Savings and Loan Registrants (9/20) SEC's Adopting Release: Modernization of Regulation S-K Items 101, 103, and 105 (8/20) SEC's Adopting Release: Amended "Accredited Investor" & QIB Def'ns (8/20) SEC's Proposing Release: Increasing Form 13F Reporting Threshold (7/20) The offers that appear in this table are from partnerships from which Investopedia receives compensation. What Happens After I File a Trademark Section 8, 9 or 15? The SEC issued three new C&DIs on fee calculations:. The S-8 form outlines the details of an internal issuing of stock or options to employees similar to filing a prospectus. Most new issuances require companies to file Form S-1 before a security may be listed on a public exchange. Filing fees are required for filings made pursuant to: SEC Issues New C&DIs on Use of Form S-8 and Calculation of Filing Fees Under Rule 457by Practical Law Corporate & Securities Related Content Published on 10 Nov 2016 • USA (National/Federal)The SEC's Division of Corporation Finance issued new and revised compliance and disclosure interpretations (C&DIs) addressing an issuer's use of Form S-8 and the calculation of fees under Rule 457. Most Viewed SEC Filings Investopedia uses cookies to provide you with a great user experience. There can be no assurance that the estimate or guidance provided will be current or correct, and this tool should not be relied upon as an official calculation or verification of required fees. The form details the terms of the issues; the S-8 is short compared to other mandatory filings. Form S-8 A form that a company must file with the SEC when it issues stock or stock options to its own employees . The following transactions SEC Form S-1 includes a legal prospectus describing the issuance, in addition to details about recent sales of unregistered securities, financial statements, and other information pertinent to a prospective investor. SEC Form 1-A: A filing with the Securities and Exchange Commission (SEC) required for the registration of certain securities. Failure to file the required Section 8 affidavit will result in the automatic cancellation of your registration by the U.S. Patent & Trademark Office. Special Considerations The current fee rate for 10/1/2020 to 9/30/2021 is: $109.10 per $1,000,000. The SEC defines employee as anyone who serves the company in the capacity of an employee, general partner, director, consultant, trustee, or advisor. Find a Symbol. "17 CFR PARTS 228, 229, 230 AND 239 [RELEASE NO. The Securities and Exchange Commission (SEC) sought to stop instances where issuers and stock promoters manipulated S-8 filings to make illegal offerings of securities., A common scheme would include an individual who was designated as a consultant to the company even though they never provided any consulting services. By using Investopedia, you accept our, Investopedia requires writers to use primary sources to support their work. U.S. Securities and Exchange Commission. U.S. Securities and Exchange Commission. Anyone can access and download this information for free. SEC Bulletin sign up form does not collect information about your computer (or mobile device), including IP addresses, operating system and browser type. Because of perceived abuses of Form S-8, in 1999 the SEC amended the requirements for the use of Form S-8 registration statements. S7-2-98] RIN 3235-AG94, Staff Observations in the Review of Forms 8-K Filed to report Reverse Mergers and Similar Transactions. (a) Appeals and motions before the Board - (1) When a fee is required. SEC 1398 (9-18) Persons who are to ... Specific details relating to the fee calculation shall be furnished in notes to the table, including references to provisions of Rule 457 ... Form S-8 is not available for the exercise of options transferred for value. SEC EDGAR Filing Fee Calculator. This is a requirement by the SEC, so investors get the information they need to properly consider the purchase of a new security. Registration fees for Form S-8 are based on the stock value and the amount of shares issued under the plan. Investopedia uses cookies to provide you with a great user experience. Feed of latest filings. ... A form that a company must file with the SEC when it issues stock or stock options to its own employees. Because a registration statement on Form S-8 is effective upon filing it offers benefits to Securities and Exchange Commission (“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. To subscribe to SEC filing email alerts, please enter your email address in the field below and select at least one alert option. Accessed Nov. 20, 2020. Except as provided in paragraph (a)(2) of this section, a filing fee prescribed in 8 CFR 1103.7, or a fee waiver request pursuant to paragraph (a)(3) of this section, is required in connection with the filing of an appeal, a motion to reopen, or a motion to reconsider before the Board. An S-8 filing is a regulatory filing required when companies plan to issue equity as shares or stock options to their employees or officers.