Concept Release on Compensatory Securities Offerings and Sales

The Securities and Exchange Commission ("Commission') is publishing this release to solicit comment on the exemption from registration under the Securities Act of 1933 (the "Securities Act') for securities issued by non-reporting companies pursuant to compensatory arrangements, and Form S-8, the registration statement for compensatory offerings by reporting companies. Significant evolution has taken place both in the types of compensatory offerings issuers make and the composition of the workforce since the Commission last substantively amended these regulations. Therefore, as we amend the exemption as mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act (the "Act'), we seek comment on possible ways to modernize the exemption and the relationship between it and Form S- 8, consistent with investor protection.