SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BlueFire Ethanol Fuels, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA 20-4590982
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31 MUSICK, IRVINE, CALIFORNIA 92618
(Address of principal executive offices) (Zip Code)
2006 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
(Full title of the Plan)
CORPORATION TRUST COMPANY OF NEVADA
6100 NEIL ROAD, STE 500, RENO, NV 89511
(Name and address of agent for service)
(775) 688-3061
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered (1) Registered (2) Offering Price per Aggregate Offering Registration Fee
Share (3) Price (4)
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Common Stock,
$0.001 Par Value 10,000,000 $3.25 $32,500,000 $998
========================================================================================================
(1) The securities to be registered include options to acquire Common
Stock and consist of 10,000,000 shares of common stock issuable under the
Company's Amended and Restated 2006 Incentive and Nonstatutory Stock Option
Plan.
(2) Pursuant to Rule 416(a) of the Securities Act of 1933 ("Securities
Act"), this registration statement also covers any additional securities that
may be offered or issued in connection with any stock split, stock dividend or
similar transaction.
(3) The maximum exercise price is based on the average of the high and
the low selling prices for the Company's common stock (BFRE.OB) as reported on
the OTC Bulletin Board on December 13, 2007 pursuant to Rule 457(c).
(4) Estimated solely for the purpose of calculating the registration
fee required by Section 6(b) of the Securities Act pursuant to Rules 457(c) and
457(h).
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TABLE OF CONTENTS
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption From Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 23.2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 & 2. The documents containing the information for BlueFire Ethanol
Fuels, Inc.'s ("Company" or "Corporation") Amended and Restated 2006 Incentive
and Nonstatutory Stock Option Plan (the "Plan") specified by Part I of this
registration statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
registration statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus for the registration
statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company incorporates the following documents by reference in the
registration statement:
(a) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2006.
(b) Quarterly Reports on Form 10-QSB for the quarters ended March
31, June 30, and September 30, 2007.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) above.
(d) The description of the Company's common stock contained in the
Company's Registration Statement on Form 10-SB, as amended
April 18, 2007.
All reports and documents filed by the Company pursuant to Section 13, 14 or
15(d) of 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 herein and to be a part hereof from the respective
date of filing of such documents. Any statement 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 statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this registration statement.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
The Company's Bylaws provide for indemnification of directors and officers
against certain liabilities. Officers and directors of the Company are
indemnified generally for any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding if
he acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, has no reasonable cause to believe his conduct
was unlawful.
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The Company's Articles of Incorporation further provides the following
indemnifications:
(a) a director of the Company shall not be personally liable to the
Corporation or to its shareholders for damages for breach of fiduciary duty as a
director of the Corporation or to its shareholders for damages otherwise
existing for (i) any breach of the director's duty of loyalty to the Corporation
or to its shareholders; (ii) acts or omission not in good faith or which involve
intentional misconduct or a knowing violation of the law; (iii) acts revolving
around any unlawful distribution or contribution; or (iv) any transaction from
which the director directly or indirectly derived any improper personal benefit.
If Nevada Law is hereafter amended to eliminate or limit further liability of a
director, then, in addition to the elimination and limitation of liability
provided by the foregoing, the liability of each director shall be eliminated or
limited to the fullest extent permitted under the provisions of Nevada Law as so
amended. Any repeal or modification of the indemnification provided in these
Articles shall not adversely affect any right or protection of a director of the
Corporation under these Articles, as in effect immediately prior to such repeal
or modification, with respect to any liability that would have accrued, but for
this limitation of liability, prior to such repeal or modification.
(b) the Corporation shall indemnify, to the fullest extent permitted
by applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including, but not limited to attorney's fees) incurred by reason of the fact
that he is or was a director or officer of the Corporation, he is or was serving
at the request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of, or in any similar managerial or fiduciary
position of, another domestic or foreign corporation or other individual or
entity of an employee benefit plan. The Corporation shall also indemnify any
person who is serving or has served the Corporation as a director, officer,
employee, fiduciary, or agent and that person's estate and personal
representative to the extent and in the manner provided in any bylaw, resolution
of the shareholders or directors, contract, or otherwise, so long as such
provision is legally permissible.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5. Opinion of Scott D. Olson, Esq., consent included, relating to the
issuance of the securities pursuant to the Plan
10.1 Amended and Restated 2006 Incentive and Nonstatutory Stock Option
Plan, dated December 13, 2006, filed herewith.
23.1 Consent of Scott D. Olson, Esq. (contained in their opinion set
forth as Exhibit 5)
23.2 Consent of McKennon, Wilson & Morgan LLP
Item 9. Undertakings
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 of 1933;
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(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement, including
(but not limited to) any addition or election of a managing underwriter.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, 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 offered 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.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by 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 that 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Irvine,
County of Orange, State of California, on the 17th day of December, 2007.
BlueFire Ethanol Fuels, Inc.
By: /s/ Arnold Klann
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Arnold Klann, President and CEO
(Principal Executive Officer)
By: /s/ Christopher Scott
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Christopher Scott, Chief Financial Officer
(Principal Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Date: December 17, 2007 By: /s/ Arnold Klann
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Arnold Klann, President, CEO, Director
Date: December 17, 2007 By: /s/ Necitas Sumait
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Necitas Sumait, Director
Date: December 17, 2007 By: /s/ Joseph Emas
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Joseph Emas, Director
Date: December 17, 2007 By: /s/ Chris Nichols
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Chris Nichols, Director
Date: December 17, 2007 By: /s/ Victor Doolan
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Victor Doolan, Director
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Exhibit Index
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5.1 Opinion of Scott D. Olson, Esq., consent included, relating to the
issuance of the securities pursuant to the Plan
10.1 Amended and Restated 2006 Incentive and Nonstatutory Stock Option
Plan, dated December 13, 2006, filed herewith.
23.1 Consent of Scott D. Olson, Esq. (contained in his opinion set
forth as Exhibit 5.1)
23.2 Consent of McKennon, Wilson & Morgan LLP
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