Form S-8 is the registration statement that the Securities and Exchange Commission (SEC) requires issuers to file in order to issue securities as part of an employee benefit plan. That is, companies must file a Form S-8 when they want to issue stock to employees as part of an incentive plan, profit-sharing plan, bonus, option, or similar security-based compensation.
To be eligible to file Form S-8, issuers must have timely filed their periodic reports in the last 12 months. Since issuers can incorporate by reference their periodic reports, the Form S-8 is simpler than most registration statements. It only requires that the issuer send a prospectus to the employees who benefit from the plan, which may be sent to the employees after the issuer files the Form S-8. It is also not subject to review by the SEC, i.e. it is effective immediately.
[Last updated in January of 2022 by the Wex Definitions Team]