5130.1 A reporting company that meets the definition of a shell company as defined in Rule 12b-2 of the Exchange Act and Regulation C, Rule 405 also will generally qualify as a smaller reporting company and be eligible to use the scaled disclosure. Upon a transaction that causes the reporting entity to lose its shell company status (typically a reverse merger), the surviving entity must file a Form 8-K. The information that must be provided is what would be required if the registrant were filing a general form for registration of securities under Form 10. Scaled disclosure would be appropriate only if the surviving entity qualifies as a smaller reporting company. This Form 8-K, including the financial statements of the accounting acquirer, is due within four business days of the completion of the transaction. Exchange Act Rule 12b-25 does not permit an extension of the due date for filing this Form 8-K.

5130.2 Shell companies are not eligible to use Form S-8 to register offerings of securities in connection with employee benefit plans. A shell company that ceases to be a shell is eligible to use Form S-8 sixty (60) days after it ceases to be a shell company and files the information that is equivalent to the information contained in an Exchange Act registration statement on Form 10. See General Instruction A. to Form S-8.