Form S-8 supp.Ext.2016

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM S-8

A. JUSTIFICATION
1. Circumstances Making the Collection of Information Necessary
Generally, Section 5 of the Securities Act of 1933 (the “Securities Act”) requires that a
registration statement be filed with the Commission before any securities are publicly offered and
that the registration statement be effective before any securities are sold. Section 5(b) of the
Securities Act further requires that investors be furnished with a prospectus (which constitutes a
major part of each registration statement) containing the information to enable them to evaluate
the securities and make informed investment decisions.
Section 7 and Schedule A of the Securities Act delineate the information required to be
contained in a registration statement. However, Section 7 expressly gives the Commission the
authority to vary such disclosure for various classes of issuers and securities. Pursuant to this the
Commission adopted Form S-8 (17 CFR 239.16b), a simplified registration statement that may
be used to register securities offered under employee benefit plans.
2.

Purpose and Use of the Information Collection

The principal function of SEC forms and rules under the securities laws disclosure
provisions is to make information available to the securities markets. The information required
to be filed with the Commission permits verification of compliance with the securities law
requirements and ensures the public availability and dissemination of such information. Also,
security holders, investors, broker dealers, investing banking firms, professional securities
analysts and others need this information when making investment and voting decisions in
connection with the securities.
3.

Consideration Given to Information Technology

Registrants are required to file Form S-8 electronically using the Commission’s
Electronic Data Gathering, Analysis and Retrieval system (EDGAR).
4.

Duplication of Information

We are not aware of any forms or rules that conflict with or substantially duplicate the
requirements of Form S-8.

2

5.

Reducing the Burden on Small Entities

Form S-8 has little impact on small entities since they rarely have employee benefit plans
that are required to be registered. Small entities may be eligible to rely on Rule 701 which
provides an alternative to Form S-8 disclosure.
6.

Consequences of Not Conducting Collection
The objectives of the Securities Act would not be met.

7.

Special Circumstances
Not applicable.

8.

Consultations with Persons Outside the Agency

Form S-8 was proposed for public comment. No public comments were received during
the 60-day comment period prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality
Form S-8 is a public document.

11.

Sensitive Questions

No information of a sensitive nature would be required under this collection of
information. The information collection collects basic Personally Identifiable Information (PII)
that may include name, business address, and residential address (for sole proprietor only),
telephone/cellular/facsimile number, email address, and Tax ID Number (TIN). The information
collection is covered under the System of Records Notices (SORN), which may be found at the
following link: https://www.sec.gov/about/privacy/sorn/secsorn1.pdf. The Privacy Impact
Assessment (PIA) is provided as a supplemental document.

3

12.

Estimate of Respondent Reporting Burden

Form S-8 takes approximately 24 hours per response to comply with the collection of
information requirements and is filed by 2,140 respondents. We derived our burden hour
estimates by estimating the average number of hours it would take an issuer to compile the
necessary information and data, prepare and review disclosure, file documents and retain records.
In connection with rule amendments to the form, we occasionally receive PRA estimates from
public commenters about incremental burdens that are used in our burden estimates. We believe
that the actual burdens will likely vary among individual companies based on the size and
complexity of their organization and the nature of their operations. We further estimate that 50%
of the collection of information burden is prepared by issuers annually and that 50% of the
burden is carried by outside professionals retain by the company. Based on our estimates, we
calculated the total reporting burden to be 25,680 hours ((50% x 24 hours per response) x 2,140
responses). For administrative convenience, the presentations of the totals related to the
paperwork burden hours have been rounded to the nearest whole number. The burden hours
estimate are made solely for the purpose of the Paperwork Reduction
13.

Estimate of Total Annualized Cost Burden

We estimate that 50% of the 24 hours per response (12 outside hours) is prepared by the
company’s outside counsel. We estimate that it will cost $400 per hour ($400 x 12 hours per
response x 2,140) for a total of $10,272,000. We estimate an hourly cost of $400 for outside
legal and accounting services used in connection with public company reporting. This estimate
is based on our consultations with registrants and professional firms who regularly assist
registrants in preparing and filing disclosure documents with the Commission. Our estimates
reflect average burdens, and therefore, some companies may experience costs in excess of our
estimates and some companies may experience costs that are lower than our estimates. For
administrative convenience, the presentations of the paperwork cost burden totals have been
rounded to the nearest dollar. The costs estimates are made solely for the purpose of the
Paperwork Reduction
14.

Costs to Federal Government

The operations cost of processing filings on Form S-8 were approximately $5,000
because the form is not reviewed by the staff, but instead becomes automatically effective.
15.

Reason for Change in Burden

The decrease in burden of 720 hours and the decrease in cost burden of ($288,000) are
due to an adjustment. The decrease in both the burden hours and the cost burden reflects a
decrease in the number of respondents filing Form S-8 with the Commission.
16.

Information Collection Planned for Statistical Purposes
Not applicable.

4

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled version
release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.