Modernization of Rules and Forms for Compensatory Securities Offerings and Sales

The Securities and Exchange Commission ("Commission') is proposing for public comment amendments to Rule 701 under the Securities Act of 1933 (the "Securities Act'), which provides an exemption from registration for securities issued by non-reporting issuers pursuant to compensatory arrangements, and Form S-8, the Securities Act registration statement for compensatory offerings by reporting issuers. The amendments are designed to modernize the exemption and registration statement in light of the significant evolution in compensatory offerings since the Commission last substantively amended these regulations, consistent with investor protection.