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Abstract: 

Shell companies have been able to utilize Form S-8 Registration Statements, which become effective immediately upon filing, to issue shares free of restrictive legend for services rendered, which services are not in connection with capital raising transactions or investor relations activities. The Securities and Exchange Commission has been concerned about the misuse of such S-8 Registration Statements by shell companies, as those companies do not perform business operations and rarely have employees. In an effort to address the misuse of such Form S-8 Registration Statements, the Commission has enacted new policies to combat the misuse of such Form S-8 Registration Statements.

Keywords: SEC Release Nos. 22-8587; 34-52038; International Release No. 1293

Affiliations:  1: David M. Loev, Attorney at Law; 2: David M. Loev, Attorney at Law.