Generally, Section 5 of the Securities Act of 1933 (the âSecurities Actâ) 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. Section 7 expressly gives the Commission the authority to vary such disclosure for various classes of issuers and securities. Pursuant to this authority, 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.
A principal function of the Commissionâs forms and rules is to make material information available to investors and other market participants. The information required by Form S-8 informs security holders, investors, broker dealers, investment banking firms, professional securities analysts, and others when making investment and voting decisions in connection with the securities.
The increase in burden hours of 5,664 hours and the increase in cost burden of $9,444,175 are due to adjustments largely from the increase in our estimate of the number of annual Form S-8 responses. Specifically, the increase in burden hours reflects an increase in the number of annual Form S-8 responses (from 2,140 responses to 2,541 responses). The increase in cost burden reflects this increase in the number of annual responses as well as the Commissionâs increase in the cost burden per hour estimate from $400 per hour to $600 per hour for outside professionals.
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.