As
Filed with the Securities and Exchange Commission September 2,
2009
Registration No.
333-
________
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
____________________
FORM
S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
____________________
SULPHCO,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction of incorporation or organization)
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88-0224817
(I.R.S.
Employer Identification Number)
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SulphCo,
Inc.
4333
W. Sam Houston Pkwy N., Suite 190
Houston,
Texas 77043
(713)
896-9100
(Address
of principal executive offices and zip code)
____________________
SulphCo,
Inc. 2008 Omnibus Long-Term Incentive Plan
(Full
title of the plan)
____________________
Mr.
Stanley W. Farmer
Vice
President, Chief Financial Officer,
Treasurer
and Corporate Secretary
SulphCo,
Inc.
4333
W. Sam Houston Pkwy N., Suite 190
Houston,
Texas 77043
(Name and
address of agent for service)
____________________
(713)
896-9100
(Telephone
number, including area code, of agent for service)
____________________
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.
Large
Accelerated Filer __ Accelerated Filer
ü
Non-accelerated
Filer __ Smaller Reporting Company __
Copies to
Robert
S. Matlin, Esq.
Robert
Shin, Esq.
K&L
Gates LLP
599
Lexington Avenue
New
York, NY 10022
Telephone
(212) 536-3900
Facsimile
(212) 536-3901
____________________
CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount
to be
registered
(2)
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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
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Common
Stock, par value $0.001 per share, subject to outstanding stock options
under the 2008 Omnibus Long-Term Incentive Plan
(1)
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903,695
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$0.87
(3)
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$786,214.65
(3)
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$43.87
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Common
Stock, par value $0.001 per share, available for future grants under the
2008 Omnibus Long-Term Incentive Plan
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4,096,305
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$1.46
(4)
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$5,980,605.30
(4)
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$333.72
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Total
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5,000,000
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$6,766,819.95
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$377.59
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(1)
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The
2008 Omnibus Long-Term Incentive Plan provides for grants of up to
7,250,000 shares of Common Stock, par value $0.001 per share, however,
this registration statement only relates to the 5,000,000 additional
shares of Common Stock that were authorized and approved by the
Registrant’s stockholders on June 17, 2009. The remaining 2,250,000 shares
were previously registered under the Registrant’s registration statement
on Form S-8 (File No. 333-150056) filed on April 2,
2008.
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(2)
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Pursuant
to Rules 416(a) and (b) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional shares of the Registrant’s Common Stock that become issuable
under the 2008 Omnibus Long-Term Incentive Plan as set forth herein by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without receipt of consideration that
increases the number of outstanding shares of the Registrant’s Common
Stock.
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(3)
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Solely
for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act, with respect to shares being registered
hereunder that have already been allocated to options granted under the
2008 Omnibus Long-Term Incentive Plan, the maximum aggregate offering
price and the registration fee are calculated on the basis of the weighted
average price at which such options may be
exercised.
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(4)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act. T
he fee is calculated
on the basis of the
average of the high and low prices of the
Registrant’s common stock on August 26, 2009, as reported on the
NYSE-Amex.
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PART
I
STATEMENT
PURSUANT TO GENERAL INSTRUCTION E
OF
FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”
The
contents of the Registration Statement on Form S-8 (File No. 333-150056), filed
by the Registrant with the Securities and Exchange Commission on April 2,
2008, registering shares of its Common stock, par value $0.001 per share,
issuable under the SulphCo, Inc. 2008 Omnibus Long-Term Incentive Plan, are
hereby incorporated by reference.
PART
II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
All
information required in this Registration Statement (other than the exhibits and
the signature page) is set forth in the Registration Statement on Form S-8 (File
No. 333-150056), as described above, and is incorporated herein by
reference.
Item
8. Exhibits.
The
exhibits filed herewith or incorporated by reference herein are set forth in the
Exhibit Index filed as part of this Registration Statement.
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
Houston, State of Texas, on this 2
nd
day of September,
2009.
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SULPHCO
, INC.
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By:
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/s/ Larry
D. Ryan
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Larry
D. Ryan
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Chief
Executive Officer
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By:
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/s/ Stanley
W. Farmer
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Stanley
W. Farmer
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Vice
President, Chief Financial Officer,
Treasurer
and Corporate Secretary
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POWER OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Larry D. Ryan and Stanley W. Farmer, or either of them,
as his true and lawful attorney-in-fact and agent, with full power of
substitution for him in any and all capacities, to sign any and all amendments
(including post-effective amendments) 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 attorney-in-fact and agent,
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
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SIGNATURE
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TITLE
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DATE
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/s/
Larry D. Ryan
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Chief
Executive Officer, Director (Principal Executive Officer)
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September 2,
2009
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Larry
D. Ryan
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/s/
Stanley W. Farmer
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Vice
President, Chief Financial Officer, Treasurer and Corporate
Secretary
(Principal
Financial Officer)
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September 2,
2009
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Stanley
W. Farmer
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/s/
Fred S. Zeidman
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Chairman
of the Board
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September 2,
2009
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Fred
S. Zeidman
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/s/
Robert J.Hassler
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Director
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September 2,
2009
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Robert
J.Hassler
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/s/
Orri Hauksson
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Director
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September 2,
2009
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Orri
Hauksson
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/s/
Lawrence G. Schafran
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Director
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September 2,
2009
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Lawrence
G. Schafran
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/s/
Edward G. Rosenblum
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Director
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September 2,
2009
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Edward
G. Rosenblum
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/s/
Robert van Maasdijk
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Director
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September 2,
2009
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Robert
van Maasdijk
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EXHIBIT INDEX
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Exhibit
Numbers
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Description
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4.1
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SulphCo,
Inc. 2008 Omnibus Long-Term Incentive Plan (incorporated herein by
reference to Exhibit B to the Registrant’s definitive proxy statement on
Form DEF 14A filed with the Commission on January 8,
2008)
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5.1
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Opinion
of McDonald Carano Wilson LLP
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23.1
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Consent
of Hein & Associates LLP
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23.2
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Consent
of Marc Lumer & Company
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23.3
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Consent
of McDonald Carano Wilson LLP (contained in Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature
page)
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