- Securities Registration: Employee Benefit Plan (S-8)
January 16 2009 - 4:11PM
Edgar (US Regulatory)
As Filed with the Securities and Exchange Commission on January 16,
2009
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CLEAN ENERGY FUELS CORP.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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33-0968580
(I.R.S. Employer
Identification No.)
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3020 Old Ranch Parkway,
Suite 200
Seal Beach, California
(Address of Principal Executive
Offices)
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90740
(Zip Code)
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2006 EQUITY INCENTIVE PLAN
(Full title of the plan)
Andrew J. Littlefair
President and Chief Executive
Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 200
Seal Beach, California 90740
(Name and Address of Agent For Service)
(562) 493-2804
(Telephone
number, including area code, of agent for service)
Copy to:
John J.
Hentrich, Esq.
Robert L. Wernli, Jr., Esq.
Sheppard, Mullin, Richter &
Hampton LLP
12275 El Camino Real, Suite 200
San Diego, California 92130-2006
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
Large Accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller
reporting company
o
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CALCULATION
OF REGISTRATION FEE
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Title of Each
Class of Securities to be
Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common Stock, par value
$0.0001 per share
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964,008 shares
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$
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6.33
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(2)
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$
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6,102,170.64
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$
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239.82
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(4)
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Common Stock, par value
$0.0001 per share
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35,992 shares
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$
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6.335
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(3)
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$
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228,009.32
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$
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8.96
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(4)
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(1)
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In accordance with Rule 416 under the Securities
Act of 1933, as amended (the "Securities Act"), this registration
statement shall cover any additional securities that may from time to time be
offered or issued under the adjustment provisions of the employee benefit
plan to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
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(2)
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Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) promulgated under the
Securities Act of 1933, as amended, based upon the exercise price per share
($6.33) of options to purchase 964,008 shares of common stock which were
awarded under the registrant's 2006 Equity Incentive Plan on January 2, 2009.
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(3)
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Estimated
solely for the purpose of calculating the registration fee in accordance with
Rules 457(c) and (h) promulgated under the Securities Act, based upon the
average of the high and low prices of the registrants common stock as
reported on the Nasdaq Global Market on January 12, 2009.
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(4)
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No
payment of registration fee is being made in connection with the filing of
this registration statement. Rather,
$248.78 of the registration fee for this registration statement is being
offset, pursuant to Rule 457(p) under the Securities Act, by the registration
fees paid in connection with unsold securities registered by the registrant
under Registration Statement No. 333-137124 (initially filed on September 6,
2006).
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REGISTRATION
OF ADDITIONAL SECURITIES
PURSUANT TO
GENERAL INSTRUCTION E
This
registration statement registers 1,000,000 additional shares of our common
stock that may be issued pursuant to the Clean Energy Fuels Corp. 2006 Equity
Incentive Plan commencing January 1, 2009.
In accordance with General Instruction E to Form S-8, the contents
of the previous Registration Statement on Form S-8 (File No. 333-145454)
filed by us with the Securities and Exchange Commission (SEC) on August 14,
2007 are incorporated by reference into this registration statement. In addition, the
following documents
filed with the SEC are hereby incorporated by reference into this registration
statement:
(a)
Annual
Report on Form 10-K for the fiscal year ended December 31, 2007,
filed on March 19, 2008;
(b)
Quarterly
Reports on Form 10-Q filed on May 15, 2008, August 13, 2008 and November 14,
2008;
(c)
Current
Reports on Form 8-K filed on April 7, 2008, April 22, 2008, June 20,
2008, July 3, 2008, August 21, 2008, September 8, 2008, September 25,
2008, October 15, 2008, October 29, 2008, December 5, 2008 and
December 31, 2008 (except for any information under Item 2.01 or 7.01 which is
not being incorporated); and
(d)
The
description of our common stock which is contained in the registration
statement on Form 8-A filed with the SEC on May 18, 2007.
In addition, all
documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement from the date of
filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8.
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Exhibits.
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See Index to Exhibits.
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seal Beach, State of California, on January 16,
2009.
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CLEAN ENERGY FUELS
CORP.
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By:
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/s/ Andrew J. Littlefair
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Andrew J. Littlefair
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President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Andrew J. Littlefair and Richard R. Wheeler, jointly
and severally, the undersigneds true and lawful attorney-in-fact and agent,
each with full power of substitution and resubstitution, for the undersigned
and in his or her name, place and stead, in any and all capacities (including
the undersigneds capacity as a director and/or officer of Clean Energy Fuels
Corp.), to sign any or all amendments (including post-effective amendments) to
this registration statement and any other registration statement for the same
offering, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully for all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agent, or his or her substitute, acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Name
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Title
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Date
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/s/ Andrew J. Littlefair
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President, Chief
Executive Officer (Principal
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January 16, 2009
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Andrew
J. Littlefair
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Executive Officer) and
a Director
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/s/ Richard R. Wheeler
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Chief Financial Officer
(Principal Financial
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January 16, 2009
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Richard
R. Wheeler
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Officer and Principal
Accounting Officer)
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/s/ Warren I. Mitchell
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Chairman of the Board
and Director
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January 16, 2009
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Warren
I. Mitchell
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/s/ John S. Herrington
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Director
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January 16, 2009
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John
S. Herrington
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/s/ James C. Miller III
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Director
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January 16, 2009
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James
C. Miller III
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/s/ Boone Pickens
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Director
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January 16, 2009
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Boone
Pickens
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/s/ Kenneth M. Socha
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Director
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January 16, 2009
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Kenneth
M. Socha
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/s/ Vincent C. Taormina
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Director
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January 16, 2009
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Vincent
C. Taormina
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3
The following documents
are filed as exhibits to this registration statement:
Exhibit
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Incorporated
by reference herein
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Number
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Description
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Form
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Date
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4.1
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Specimen Common Stock Certificate
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Registration Statement on Form S-1, as amended (File
No. 333-137124)
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March 27, 2007
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4.2
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2006 Equity Incentive Plan
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Registration Statement on Form S-1, as amended (File
No. 333-137124)
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March 27, 2007
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4.3
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2006 Equity Incentive PlanForm of Notice of Grant of Stock
Option and Stock Option Agreement
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Registration Statement on Form S-8
(File No. 333-145434)
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August 14, 2007
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4.4
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2006 Equity Incentive Plan Form of Stock Award Agreement
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Quarterly Report on Form 10-Q
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May 15, 2008
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5.1
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Opinion of Sheppard, Mullin, Richter & Hampton
LLP
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23.1
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Consent of KPMG
LLP
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23.2
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Consent of Sheppard, Mullin, Richter & Hampton
LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (See Signature Page)
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