 Ralston Purina argued on trial was that ‘A key employee ... would include an individual who is eligible for promotion, an individual who especially influences others or who advises others, a person whom the employees look to in some special way, an individual, of course, who carries some special responsibility, who is sympathetic to management and who is ambitious and who the management feels is likely to be promoted to a greater responsibility.’

Whether offering stock to 'key employees' would exempt Ralston Purina from filing a registration statement under Section 4(1) [Now Section 4(a)(2)] of the Securities Act of 1933.