Securities Registration: Employee Benefit Plan (s-8)
August 08 2022 - 3:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 8, 2022
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 |
33-0968580 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
4675 MacArthur Court, Suite 800
Newport
Beach, CA 92660
(Address, including zip code, of Principal Executive Offices)
Clean Energy Fuels Corp.
2022 Employee Stock Purchase Plan
(Full title of the plan)
Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, California 92660
(949) 437-1000
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Jim Sytsma
Vice President and General Counsel
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
(949) 437-1000
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
Accelerated filer ¨ |
|
|
Non-accelerated filer ¨ |
Smaller reporting company ¨ |
|
|
Emerging growth company ¨ |
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act of 1933, as amended (the “Securities Act”). ¨
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information
specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) promulgated under
the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
| Item 3. | Incorporation of Certain Documents by Reference |
The following documents of the Company filed with
the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
| (c) | The Company’s Quarterly Reports on Form 10-Q for its fiscal quarters
ended March 31, 2022, and June 30, 2022 filed with the Commission on May 5, 2022, and August 4, 2022, respectively
(each, Commission File No. 001-35784); |
| (e) | The description of the Company’s Common Shares contained in its Registration Statement on Form 8-A filed with the Commission on May 18, 2007 (Commission File No. 001-33480), as modified by the description of the Common Shares contained in Exhibit 4.11
of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2019, filed with the Commission on
March 10, 2020, and any other amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not
filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement
contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration
Statement.
| Item 4. | Description of Securities |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel |
Not applicable.
| Item 6. | Indemnification of Directors and Officers |
Our certificate of incorporation provides that
a director of ours will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except
in certain cases where liability is mandated by the Delaware General Corporation Law (the “DGCL”). Our bylaws also provide
for indemnification by us, to the fullest extent permitted by law, of any person made or threatened to be made a party to, or who is involved
in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was our director or officer, or at our request, serves or served as a director or officer of any other
enterprise, against all expenses, liabilities, losses and claims actually incurred or suffered by such person in connection with the action,
suit or proceeding. Our bylaws also provide that, to the extent authorized from time to time by our board of directors, we may provide
indemnification to any one or more employees and other agents of ours to the extent and effect determined by our board of directors to
be appropriate and authorized by the DGCL. Our bylaws also permit us to purchase and maintain insurance for the foregoing, and we currently
and expect to continue to maintain such insurance. In addition, our bylaws provide that the provisions thereof are not exclusive of other
rights to which any person seeking indemnification may be entitled under any agreement, vote of stockholders or disinterested directors
or applicable provisions of the DGCL, and we have entered into a contract with each of our directors and officers providing for indemnification
of each such person by us to the full extent authorized or permitted by law, subject to certain limited exceptions. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
See the attached Exhibit Index at page 6,
which is incorporated herein by reference.
| (a) | The undersigned Registrant hereby
undertakes: |
| (1) | To file, during any period in
which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 above, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
EXHIBIT INDEX
| Exhibit
Number | Description of Exhibit |
SIGNATURES
Pursuant to the requirements of the Securities
Act, 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Newport Beach, State of California, on August 4, 2022.
|
CLEAN ENERGY FUELS CORP. |
|
|
|
By: |
/s/ ANDREW J. LITTLEFAIR |
|
|
Andrew J. Littlefair |
|
|
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Andrew J. Littlefair and Robert M. Vreeland, and each of them, acting individually and without the other, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection
therewith) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or
their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Andrew J. Littlefair |
|
President, Chief Executive Officer and a Director |
|
August 4, 2022 |
Andrew J. Littlefair |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Robert M. Vreeland |
|
Chief Financial Officer |
|
August 5, 2022 |
Robert M. Vreeland |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Stephen A. Scully |
|
Chairman of the Board and Director |
|
August 4, 2022 |
Stephen A. Scully |
|
|
|
|
|
|
|
|
|
/s/ Lizabeth Ardisana |
|
Director |
|
August 4, 2022 |
Lizabeth Ardisana |
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ James C. Miller III |
|
Director |
|
August 4, 2022 |
James C. Miller III |
|
|
|
|
|
|
|
|
|
/s/ Lorraine A. Paskett |
|
Director |
|
August 4, 2022 |
Lorraine A. Paskett |
|
|
|
|
|
|
|
|
|
/s/ Karine Boissy-Rousseau |
|
Director |
|
August 5, 2022 |
Karine Boissy-Rousseau |
|
|
|
|
|
|
|
|
|
/s/ Kenneth M. Socha |
|
Director |
|
August 5, 2022 |
Kenneth M. Socha |
|
|
|
|
|
|
|
|
|
/s/ Vincent C. Taormina |
|
Director |
|
August 4, 2022 |
Vincent C. Taormina |
|
|
|
|
|
|
|
|
|
/s/ Parker A. Weil |
|
Director |
|
August 5, 2022 |
Parker A. Weil |
|
|
|
|
|
|
|
|
|
/s/ Laurent Wolffsheim |
|
Director |
|
August 5, 2022 |
Laurent Wolffsheim |
|
|
|
|
Clean Energy Fuels (NASDAQ:CLNE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Clean Energy Fuels (NASDAQ:CLNE)
Historical Stock Chart
From Jul 2023 to Jul 2024