Bluefire Renewables, Inc. – ‘S-8’ on 12/17/07

On:  Monday, 12/17/07, at 5:09pm ET   ·   Effective:  12/17/07   ·   Accession #:  1019687-7-4348   ·   File #:  333-148116

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Bluefire Ethanol                                       7     33K 
 2: EX-5.1      Opinion re: Legality                                   1      9K 
 3: EX-10.1     Restated Plan                                         12     45K 
 4: EX-23.2     Consent                                                1      6K 

S-8   —   Bluefire Ethanol
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------

FORM S-8

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 ---------------------

BlueFire Ethanol Fuels, Inc.
(Exact name of registrant as specified in its charter)

 ---------------------

       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)

                                                        [Enlarge/Download Table]
                                    CALCULATION OF REGISTRATION FEE                                     
========================================================================================================
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)                         
--------------------------------------------------------------------------------------------------------
                                                                                                        
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
 -----------------

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
                         -------------------------------------
                   Arnold Klann, President and CEO
                 (Principal Executive Officer)

             By: /s/ Christopher Scott
                                --------------------------------------------
                              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                         
                                      ------------------------------------------
                                  Arnold Klann, President, CEO, Director

Date:  December 17, 2007           By: /s/ Necitas Sumait                       
                                      ------------------------------------------
                    Necitas Sumait, Director

Date:  December 17, 2007           By: /s/ Joseph Emas                          
                                      ------------------------------------------
                 Joseph Emas, Director

Date:  December 17, 2007           By: /s/ Chris Nichols                        
                                      ------------------------------------------
                   Chris Nichols, Director

Date:  December 17, 2007           By: /s/ Victor Doolan                        
                                      ------------------------------------------
                   Victor Doolan, Director

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Exhibit Index                                                                   
-----------------                                                               

        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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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		12/17/07		6
		12/13/07		1
		9/30/07		3					10QSB,  NT 10-Q
		4/18/07		3					10SB12G/A,  4
		12/31/06		3					10KSB
		12/13/06		4		7			10SB12G
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