a. Any registrant that is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act is eligible to use Form S-8 provided:

1. Registrant is current in reporting obligations with respect to all reports and other materials required to be filed during the preceding 12 months, or such shorter time as registrant was required to report under the Exchange Act [General Instruction A.1], and

2. Registrant is not a shell company and has not been a shell company for the previous 60 calendar days; and if it has been a shell company at any time previously, has filed current Form 10 information at least 60 calendar days previously reflecting its status as an entity that is not a shell company. [General Instruction A.1] A business combination shell company may use Form S-8 immediately after it ceases to be a shell company and files Form 10 information reflecting its status as an entity that is not a shell company. [General Instruction A.1(a)(7)] (Last updated: 6/30/2013)

b. Form S-8 is effective upon filing [Regulation C, Rule 462] and incorporates by reference filings made under Sections 13, 14 and 15(d) of the Exchange Act. Other than a resale prospectus permitted by General Instruction C, no prospectus is filed in Form S-8. Instead, prospectus delivery is accomplished by delivery of the documents specified in Rule 428. There is no separate requirement for financial statements required by Regulation S-X.

c. Registrant information is updated by the filing of Exchange Act reports, which are incorporated by reference. Any material changes in the registrant's affairs required to be disclosed in the registration statement, but not required to be included in a specific Exchange Act report, are reported on Form 8-K pursuant to Item 8.01 of that form. [General Instruction G.2]

1. Form S-8 is not subject to the same financial statement updating requirements as other registration statements. For example, the sponsor's financial statements incorporated by reference into Form S-8 need not comply with the 45-day year-end rule. See Section 1220.3.

d. Form S-8 requires the following for both the sponsor (the registrant) and the Plan.

1. For the registrant, which must be current in its reporting obligations, incorporate by reference [Item 3 of Form S-8]:

i) The registrant's most recent annual report under the Exchange Act (or the registrant's filing under cover of Form 10) or the most recent Rule 424(b) prospectus filed under the Securities Act (if that prospectus contains the registrant's financial statements for the most recent fiscal year),

ii) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the most recent annual report, Form 10, or prospectus in 15120.4(d)(1)(i) above, and

iii) All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment indicating that all securities offered have been sold or deregistering all securities then remaining unsold.

2. For the Plan, if interests in the Plan are being registered [General Instruction A.2]:

i) Incorporate the Plan's latest annual report filed pursuant to Section 15(d) (Form 11-K), or

ii) If the Plan has not previously been subject to the reporting requirements of Section 15(d), file an annual report for the Plan's latest fiscal year, in the form required under Section 15(d) (Form 11-K) at the same time the Form S-8 is filed.

iii) If financial statements of the plan are required to be filed, they should be prepared in accordance with S-X Article 6A and for the periods specified in S-X 3-01 and 3-02. However, if employer securities are added as an investment option to an existing plan that previously had not been required to report to the SEC and a "new plan" is deemed to have come into existence for purposes of General Instruction A.2., such financial statements need only be presented from the date that the new plan is deemed to have come into existence.