As Filed with the Securities and Exchange Commission on January 4, 2012

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)

 

 

 

AMENDED & RESTATED 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 400

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:

J. Nathan Jensen, Esq.

Vice President & General Counsel

Clean Energy Fuels Corp.

3020 Old Ranch Parkway, Suite 400

Seal Beach, California 90740

Telephone: (562) 493-2804

Fax: (562) 493-4956

 

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):

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered				Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, par value $0.0001 per share				1,000,000 shares		$	12.51		$	12,510,000		$	1,434	(3)
(1)		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 Amended and Restated 2006 Equity Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)		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 registrant’s common stock as reported on the Nasdaq Global Market on December 29, 2011.
(3)		No transmittal of a registration fee is being made in connection with the filing of this registration statement.  Rather, 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. 333-177043 (initially filed on September 28, 2011).

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

 

PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed for the purpose of registering 1,000,000 additional shares of our common stock to be issued pursuant to the annual automatic increase provisions of the Clean Energy Fuels Corp. Amended and Restated 2006 Equity Incentive Plan, which are the same class as those securities previously registered on effective Forms S-8 filed with the Securities and Exchange Commission on August 14, 2007 (File No. 333-145434), April 18, 2008 (File No. 333-150331), January 16, 2009 (File No. 333-156776), June 5, 2009 (File No. 333-159799), January 12, 2010 (File No. 333-164301), January 7, 2011 (File No. 333-171597) and June 17, 2011 (333-174989), and the contents of those Registration Statements, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, are incorporated by reference into this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 8.             Exhibits.

 

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 4, 2012.

 

	CLEAN ENERGY FUELS CORP.
	By:	/s/ Andrew J. Littlefair
		Andrew J. Littlefair
		President and Chief Executive Officer

 

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 undersigned’s 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 undersigned’s 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		Title		Date
/s/ Andrew J. Littlefair				January 4, 2012
Andrew J. Littlefair		President, Chief Executive Officer (Principal Executive Officer) and a Director
/s/ Richard R. Wheeler				January 4, 2012
Richard R. Wheeler		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Warren I. Mitchell				January 4, 2012
Warren I. Mitchell		Chairman of the Board and Director
/s/ John S. Herrington				January 4, 2012
John S. Herrington		Director
/s/ James C. Miller III				January 4, 2012
James C. Miller III		Director
/s/ James E. O’Connor				January 4, 2012
James E. O’Connor		Director
Boone Pickens		Director
/s/ Kenneth M. Socha				January 4, 2012
Kenneth M. Socha		Director
Vincent C. Taormina		Director

 

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The following documents are filed as exhibits to this registration statement:

 

Exhibit Number		Description
5.1		Opinion of Morrison & Foerster LLP
23.1		Consent of Independent Registered Public Accounting Firm KPMG LLP
23.2		Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1		Power of Attorney (See Signature Page)

 

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