U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2006 ADA-ES, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 000-50216 84-1457385 ---------------------------- ----------- ----------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 8100 SouthPark Way, B, Littleton, Colorado 80120 ------------------------------------------ -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303)734-1727 Not Applicable ---------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: /_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) /_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) /_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) /_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events On January 20, 2006, we filed Amendment No. 1 to Registration Statement on Form S-3, Registration No. 333-131085. The Registration Statement was filed under the Securities Act of 1933 to register a total of 789,089 shares of our common stock for sale to the public by investors who originally bought the shares in a private placement offering that closed in October 2005. The shares will become salable at such time as the Registration Statement becomes effective with the Securities and Exchange Commission. A copy of the Registration Statement is filed herewith as Exhibit 99.1, and contains information that may be deemed of interest to shareholders and potential purchasers of our shares. Item 9.01. Financial Statements and Exhibits (d) The following item is filed as an exhibit to this report: 99.1 Amendment No. 1 to Form S-3, Registration No. 333-131085 as filed with the Securities and Exchange Commission on January 20, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ADA-ES, Inc. Registrant Date: January 30, 2006 /s/ Mark H. McKinnies --------------------- Mark H. McKinnies Senior VP & Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description ----------- ----------------- 99.1 Amendment No. 1 to Form S-3, Registration No. 333-131085