As filed with the Securities and Exchange Commission on October 5, 2006
Registration No. 333-__________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NORTHERN ETHANOL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 34-2033194
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(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
193 King Street East
Suite 300
Toronto, Ontario, M5A 1J5, Canada
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(Address of Principal Executive Offices) (Zip Code)
NORTHERN ETHANOL INC. 2006 STOCK PLAN
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(Full Title of the Plans)
Gordon Laschinger
Northern Ethanol, Inc.
193 King Street East
Suite 300
Toronto, Ontario, M5A 1J5, Canada
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(Name and Address of Agent for Service)
(416) 366-5511
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(Telephone Number of Agent for Service)
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COPIES TO:
Andrew I. Telsey, Esq.
Andrew I. Telsey, P.C.
12835 E. Arapahoe Road
Tower 1 Penthouse #803
Englewood, Colorado 80112
(303) 768-9221
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Share (2) Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------
Common Stock, par value 8,000,000 $1.00 $8,000,000 $856.00
$0.001 per share...........
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Total...................... 8,000,000 $8,000,000 $856.00
====================================================================================================
<FN>
(1) Pursuant to Rule 416, for each of the amounts indicated, this registration
statement also covers an indeterminate number of additional shares of
Common Stock which may become available for issuance to cover possible
adjustments under the aforementioned plan, for example, by reason of stock
dividends, stock splits, recapitalizations or other similar transactions.
(2) The proposed maximum offering price per share and maximum aggregate
offering price are estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(h).
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, all of which were previously filed by the registrant
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"), are hereby incorporated by reference:
(1) The registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2005 as filed with the Commission on March 30, 2006.
(2) The registrant's Quarterly Reports on Forms 10-QSB for the quarters
ended September 30, 2005, March 31, 2006, and June 30, 2006, filed with the
Commission on March 22, 2005, May 24, 2006 and August 15, 2006, respectively.
(3) The description of the registrant's Common Stock, par value $0.001 per
share, contained in the registrant's registration statement on Form 10-SB (File
No. 000-51564) filed with the Commission on October 7, 2005.
All documents subsequently filed by the registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment that 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 in this registration statement and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in a document, all or a portion of which is incorporated or deemed to
be 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 in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or replaces such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporation Law of Delaware the registrant has
broad powers to indemnify its officers and directors and certain other persons
against expenses in defense of a suit to which they are parties by reason of
such office, so long as the persons conducted themselves in good faith and the
persons reasonably believed that their conduct was in the registrant's best
interests or not opposed to its best interests, and with respect to any criminal
action or
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proceeding, had no reasonable cause to believe their conduct was unlawful. The
registrant's Articles of Incorporation and Bylaws provide for mandatory
indemnification of its officers and directors to the fullest extent permissible
by applicable law.
The registrant also maintains standard policies of indemnity insurance pursuant
to which directors and officers are indemnified or insured against liability or
loss under certain circumstances.
ITEM 8. EXHIBITS
The following exhibits are attached to this registration statement:
EXHIBIT NO. DESCRIPTION
4.1 Northern Ethanol, Inc. 2006 Stock Plan
5.1 Opinion of Andrew I. Telsey, P.C.
23.1 Consent of Raich Ende Malter & Co. LLP
23.2 Consent of Andrew I. Telsey, P.C. (included in Exhibit 5.1
hereto)
24.1 Power of Attorney (included on signature page hereto)
Pursuant to Instruction (2) under Item 8 of Form S-8, the registrant hereby
undertakes that it will submit or has submitted the plan intended to be
qualified under Section 401 of the Internal Revenue Code and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify such plan.
ITEM 9. UNDERTAKINGS
(a) 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 to:
(i) include any prospectus required by Section 10(a)(3) or the
Securities Act;
(ii) reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and
(iii) include any additional or changed material information on the
plan of distribution;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 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, each post-effective amendment 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.
(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.
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(b) Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of 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 the 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Toronto, Province of Ontario, Canada, on October 5,
2006.
NORTHERN ETHANOL, INC.
By: s/Gordon Laschinger
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Gordon Laschinger
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gordon
Laschinger, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full 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 agents, or either of
them, or their or his or her substitutes or substitute, may lawfully do or cause
to be done by virtue hereof. This power of attorney may be signed in several
counterparts.
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 Title Date
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s/Andrew I. Telsey Corporate Secretary and Director October 5, 2006
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Andrew I. Telsey
s/Ciaran Griffin Chief Financial Officer October 5, 2006
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Ciaran Griffin
s/Andrew Gertler Director October 5, 2006
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Andrew M. Gertler
s/Robert Richards Director October 5, 2006
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Robert Richards
s/Paul T. Durst Director October 5, 2006
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Paul T. Durst
s/Frank Klees Director October 5, 2006
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Frank F. Klees
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Northern Ethanol, Inc. 2006 Stock Plan
5.1 Opinion of Andrew I. Telsey, P.C.
23.1 Consent of Raich Ende Malter & Co. LLP
23.2 Consent of Andrew I. Telsey, P.C. (included in Exhibit 5.1
hereto)
24.1 Power of Attorney (included on signature page hereto)