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No S-8 if matching shares


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A public company client is thinking of adding employer stock to its plan. It would match in employer stock. The employer stock received would be sold and invested according to the employee's wishes unless the participant affirmatively elected to keep the stock. No participant could elect to purchase any employer stock with their own funds. In these circumstances, there would not be an investment decision on the part of the participant (even the election to get stock or cash). So, no S-8 would be required, but the participants and the plan would hold "restricted securities" that must be sold in accordance with Rule 144 or some other exemption. Anyone hear of a company actually do this? If so, how do they handle resales of the unregistered shares?

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