Form S-8 Registration Statement Under The Securities Act Of 1933 (SEC1398) {S-8}

OMB APPROVAL OMB Number: 3235-0066 Expires: July 31, 2021 Estimated average burden hours per response . . . ...... .27.00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as speci336ed in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi336 cation No.) (Address of Principal Executive Of336ces) (Zip Code) (Full title of the plan) (Name and address of agent for service) (Telephone number, including area code, of agent for service) Indicate by check mark whether the registrant is a large accelerated 336ler, an accelerated 336ler, a non-accelerated 336ler, a smaller reporting company or an emerging growth company. See the de336nitions of 223large accelerated 336 ler,224 223accelerated 336ler,224 223smaller reporting company,224 and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated 336ler Accelerated 336ler Non-accelerated 336ler Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised 336nancial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. CALCULATION OF REGISTRATION FEE Title of securities to be registered Amount to be registered Proposed maximum offering price per share Proposed maximum aggregate offering price Amount ofregistration fee Notes: 1. If plan interests are being registered, include the following: In addition, pursuant to Rule 416(c) under the Securities Act of SEC 1398 (9-18) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. American LegalNet, Inc. www.FormsWorkFlow.com 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee bene336t plan(s) described herein. 2. Speci336c details relating to the fee calculation shall be furnished in notes to the table, including references to provisions of Rule 457 (247230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information presented in the table. GENERAL INSTRUCTIONS A. Rule as to Use of Form S-8 l. Any registrant that, immediately prior to the time of 336ling a registration statement on this Form, is subject to the require-ment to 336le reports pursuant to Section 13 (15 U.S.C. 78m) or 15(d) (15 U.S.C. 78o(d)) of the Securities Exchange Act of 1934 (223Exchange Act224); has 336led all reports and other materials required to be 336led by such requirements during the preceding 12 months (or for such shorter period that the registrant was required to 336le such reports and materials); is not a shell company (as de336ned in 247230.405 of this chapter) and has not been a shell company for at least 60 calendar days previously (subject to the exception in paragraph (a)(7) of this Instruction A.1.); and if it has been a shell company at any time previously, has 336led current Form 10 information with the Commission at least 60 calendar days previously re337ecting its status as an entity that is not a shell company (subject to the exception in paragraph (a)(7) of this Instruction A.1.), may use this Form for registration under the Securities Act of 1933 (223Act224) (15 U.S.C. 77a et seq.) of the following securities: (a) Securities of the registrant to be offered underany employee bene336t plan to its employees or employees of its subsidiaries or parents. For purposes of this form, the term 223employee bene336t plan224 is de336ned in Rule 405 of Regulation C (230.405). (1) For purposes of this form, the term 223employee224 is de336ned as any employee, director, general partner, trustee (where the registrant is a business trust), of336cer, or consultant or advisor. Form S-8 is available for the issuance of securities to consultants or advisors only if: (i) they are natural persons; (ii) They provide bona 336de services to the registrant; and (iii) the services are not in connection with the offeror sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the registrant222s securities. (2) In addition, the term 223employee224 includes insurance agents who are exclusive agents of the registrant, its subsidiaries or parents, or derive more than 50% of their annual income from those entities. (3) The term "employee" also includes former employees as well as executors, administrators or bene336 ciaries of the estates of deceased emplyees, guardians or members of a commitee for incompetent former employees, or similar persons duly authorized by law to administer the estate or assets of former employees. The inclusion of all individuals described in the preceding sentence in the term "employee" is only to permit registration on Form S-8 of: (i) the exercise of employee bene336t plan stock options and the subsequent sale of the securities, if these exercises and sales are permitted under the terms of the plan; and (ii) the acquisition of registrant securities pursuant to intra-plan trnasfers among plan funds, if these transfers are permitted under the terms of the plan. (4) The term 223registrant224 as used in this Form means the company whose securities are to be offered pursuant to the plan, and also may mean the plan itself. (5) The form also is available for the exercise of employee bene336t plan options and the subsequent resale of the underlying securities by an employee222s family member who has acquired the options from the employee through a gift or a domestic relations order. For purposes of this form, 223family member224 includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-2 American LegalNet, Inc. www.FormsWorkFlow.com in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employees household (other than a tenant or employee), a trust in which these persons have more than 336fty percent of the bene336cial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than 336fty percent of the voting interests. Form S-8 is not available for the exercise of options transferred for value. The following transactions are not prohibited transfers for value: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a transfer to an entity in which more than 336fty percent of the voting interests are owned by family members (or the employee) in exchange for an interest in that entity. (6) The term 223Form 10 information224 means the information that is required by Form 10 or Form 20-F (247249.210 247 249.220f of this chapter), as applicable to the registrant, to register under the Securities Exchange Act of 1934 each class of securities being registered using this form. A registrant may provide the Form 10 information in another Commission 336ling with respect to the registrant. (7) Notwithstanding the last two clauses of the 336rst paragraph of this Instruction A.1., a business combination related shell company may use this form immediately after it: (i) Ceases to be a shell company; and (ii) Files current Form 10 information with the Commission re337ecting its status as an entity that is not a shellcompany. (b) Interests in the above plans, if such interests constitute securities and are required to be registered under the Act. (See Release No. 33-6188 (February 1, 1980) and Section 3(a)(2) of the Act.) 2. Where interests in a plan are being registered and the plan222s latest annual report 336led pursuant to Section 15(d) of the Exchange Act is to be incorporated by reference pursuant to the requirements of Form S-8, the plan shall either: (i) have been subject to the requirement to 336le reports pur