A powerful tool for many Companies in attracting key employees and consultants is participation in employee benefit programs. Regulation S-8 (hereafter referred to as “S- provides an Issuer with a means to register securities issued to its employees, consultants or advisors. One of the primary benefits of Registration on Form S-8 is that the registration statement is effective upon filing. As such, these shares may be issued without a restrictive legend and are immediately marketable. However, S-8 securities may only be issued as compensation or as an incentive to individuals who provide services that do not involve capital raising transactions or market making activities. Generally, capital raising transactions are defined as any transaction that allows for cash proceeds to be received by the Issuer and market activities are defined as activities that promote or sustain a market in the Issuer’s securities.