As filed with the
Securities and Exchange Commission on April
9,
2010 Registration No. 333
-________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Utah
(State
or other jurisdiction of
incorporation
or organization)
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87-0407858
(
I.R.S.
Employer
Identification
No.)
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6033
W. Century Blvd, Suite 895,
Los
Angeles, California 90045
(Address
of principal executive offices)
2002
Stock Incentive Plan
(Full
title of the plan)
Richard
Palmer
Chief
Executive Officer
Global
Clean Energy Holdings, Inc.
6033
W. Century Blvd, Suite 895,
Los
Angeles, California 90045
(Name and address of agent for
service
)
(310)
641-4234
(Telephone
number, including area code, of agent for service)
Copy
to:
Istvan
Benko
TroyGould
PC
1801
Century Park East, Suite 1600
Los
Angeles, California 90067
(310)
789-1226
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):
o
Large accelerated
filer
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¨
Accelerated
filer
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¨
Non-accelerated
filer
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x
Smaller
reporting company
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title 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
(4)
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Common
Stock, no par value per share
(2)
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12,350,000
shares
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(2)
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$
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0.03
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(2)
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$
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370,500
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(2)
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$
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26.42
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Common
Stock, no par value per share
(2)
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350,000
shares
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(2)
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$
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0.07
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(2)
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$
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24,500
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(2)
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$
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1.75
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Common
Stock, no par value per share
(2)
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500,000
shares
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(2)
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$
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0.25
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(2)
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$
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125,000
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(2)
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$
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8.91
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Common
Stock, no par value per share
(3)
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4,800,000 shares
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(3)
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$
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0.01
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(3)
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$
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48,000
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(3)
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$
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3.42
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TOTAL
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18,000,000 shares
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—
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$
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568,000
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$
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40.50
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, this registration statement
covers, in addition to the shares of common stock specified above, an
indeterminate number of additional shares of common stock that may become
issuable under the 2002 Stock Incentive Plan as a result of the
anti-dilution adjustment provisions contained
therein.
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(2)
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The
registration fee for shares of common stock issuable upon exercise of
outstanding options under the 2002 Stock Incentive Plan was calculated
pursuant to Rule 457(h) of the Securities Act of 1933 using the prices at
which such outstanding options may be
exercised.
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(3)
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Represents
shares reserved for issuance pursuant to future awards under the 2002
Stock Incentive Plan. The proposed maximum offering price per
share and maximum aggregate offering price for these shares were estimated
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933 on the
basis of the $0.01 average of the high and low trading prices of the
registrant’s common stock as reported on the OTC Bulletin Board on April
8, 2010.
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(4)
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Amount of registration fee was
calculated pursuant to Section 6(b) of the Securities Act of
1933, which provides that the fee shall be $71.30 per $1,000,000 of the
proposed maximum aggregate offering price of the securities proposed to be
offered
.
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EXPLANATORY
NOTE
A
Registration Statement on Form S-8, File No. 333-92446, filed on July 16, 2002,
registered 2,000,000 shares of common stock, no par value per share, of Global
Clean Energy Holdings, Inc. (f/k/a Medical Discoveries, Inc., the “Company”),
all of which were issuable upon the exercise of options issued under the
Company’s 2002 Stock Incentive Plan (the “Plan”). A registration fee
of $10.76 was paid in connection with the foregoing Form S-8
filing.
Subsequently,
the Company amended the Plan to increase the number of shares issuable upon the
exercise of options and other awards granted thereunder to 20,000,000
shares. The Company is filing this registration statement to register
such additional shares of common stock issuable under the Plan.
INCORPORATION
BY REFERENCE OF PRIOR REGISTRATION STATEMENT
The
contents of the Company’s Registration Statement on Form S-8, File No.
333-92446, filed on July 16, 2002, are incorporated into this Registration
Statement by this reference, pursuant to General Instruction E to Form
S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of
Documents by Reference
The
following documents previously filed by Global Clean Energy Holdings Inc. (“we,”
“us,” “our,” or the “Company”) with the Securities and Exchange Commission (the
“SEC”) under the Securities Exchange Act of 1934 are incorporated by reference
in this registration statement:
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·
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Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2009 (“Form 10-K”) filed on April 1, 2010 (as amended by Amendment No. 1
to the Form 10-K filed on April 1,
2010);
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·
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Our
Current Report on Form 8-K filed on March 22,
2010;
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·
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Our
Current Report on Form 8-K filed on April 7, 2010;
and
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·
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The
description of our common stock as described in our Registration Statement
on Form 10 filed on June 28, 1984, and any amendment or report filed
for the purpose of updating any such
description.
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In
addition, each document that the Company files with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all shares of common stock
registered hereunder have been sold or that deregisters all such shares of
common stock then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be part thereof from the date
of the filing of such document.
Item
8. Exhibits
The
following exhibits are filed with this registration statement or are
incorporated by reference as a part of this registration statement:
Exhibit No
.
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Exhibit Description
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4.1
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2002
Stock Incentive Plan of Global Energy Clean Holdings, Inc. (previously
filed by the Company as Exhibit 4.3 to Registration Statement on Form S-8
(Registration No. 333-92446) on July 16, 2002, and incorporated herein by
reference).
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5.1
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Opinion
of TroyGould PC (included with this registration
statement).
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23.1
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Consent
of Hansen, Barnett & Maxwell. P.C. (included with this registration
statement).
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23.2
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Consent
of TroyGould PC (included in the opinion filed as Exhibit
5.1).
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24.1
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Power
of Attorney (included on the signature page of this registration
statement).
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SIGNATURES
Pursuant
to 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 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 Los
Angeles, State of California on April 8, 2010.
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GLOBAL
CLEAN ENERGY HOLDINGS, INC.
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Date: April 8,
2010
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By:
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/s/ BRUCE
NELSON
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Bruce
Nelson
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Chief
Financial Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Richard Palmer as
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him in any and all capacities, to sign this registration statement on Form
S-8 and any amendments hereto (including post-effective amendments), 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 he might
do or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may do or cause to
be done by virtue of this power of attorney.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/
RICHARD PALMER
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Chief
Executive Officer, President
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April
9, 2010
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Richard
Palmer
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and
Director
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/s/
DAVID R. WALKER
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Chairman
– Board of Directors
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April
9, 2010
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David
R. Walker
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/s/
MARK BERNSTEIN
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Director
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April
9, 2010
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Mark
Bernstein
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Director
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April
__, 2010
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Martin
Wenzel
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EXHIBIT
INDEX
The
following exhibits included herewith or incorporated herein by reference are
made part of this Registration Statement:
Exhibit No
.
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Exhibit Description
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4.1
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2002
Stock Incentive Plan of Global Energy Clean Holdings, Inc. (previously
filed by the Company as Exhibit 4.3 to Registration Statement on Form S-8
(Registration No. 333-92446) on July 16, 2002, and incorporated herein by
reference).
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5.1
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Opinion
of TroyGould PC (included with this registration
statement).
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23.1
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Consent
of Hansen, Barnett & Maxwell. P.C. (included with this registration
statement).
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23.2
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Consent
of TroyGould PC (included in the opinion filed as Exhibit
5.1).
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24.1
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Power
of Attorney (included on the signature page of this registration
statement).
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Grafico Azioni Global Clean Energy (QB) (USOTC:GCEH)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Global Clean Energy (QB) (USOTC:GCEH)
Storico
Da Set 2023 a Set 2024