Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BPI ENERGY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia, Canada		75-3183021
(State of Incorporation)		(I.R.S. Employer Identification No.)
30775 Bainbridge Road, Suite 280, Solon, Ohio		44139
(Address of Principal Executive Offices)		(Zip Code)

BPI ENERGY HOLDINGS, INC.
2005 OMNIBUS STOCK PLAN
(Full Title of the Plan)

James G. Azlein
Chief Executive Officer and President
30775 Bainbridge Road, Suite 280, Solon, Ohio 44139
(440) 248-4200
(Name, address, zip code, telephone number,
and area code of Agent for Service)

COPIES TO:

Derek D. Bork
Thompson Hine LLP
3900 Key Center, 127 Public Square
Cleveland, Ohio 44114-1291
(216) 566-5500

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Maximum

Maximum

Title of Each

Amount

Offering

Aggregate

Amount Of

Class of Securities

To Be

Price Per

Offering

Registration

To Be Registered

Registered

Share (2)

Price (2)

Fee

Common Shares, without par value

2,000,000 shares (1)

$.56

$1,120,000

$119.84

 

 

EXPLANATORY NOTE

     This Registration Statement is being filed to register an additional 2,000,000 Common Shares, without par value (the “Common Shares”), available for issuance under the BPI Energy Holdings, Inc. 2005 Omnibus Stock Plan, as amended (the “Plan”). As a result of an amendment to the Plan, which was approved by our shareholders on December 18, 2006, the number of Common Shares authorized for issuance under the Plan was increased from 5,000,000 to 7,000,000. On December 20, 2005, we registered 5,000,000 Common Shares for issuance under the Plan by a Registration Statement on Form S-8 (Registration Statement No. 333-130518). Pursuant to General Instruction (E) of Form S-8, the contents of Registration Statement No. 333-130518 are incorporated herein by reference, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by BPI Energy Holdings, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

	•		The Registrant’s Annual Report on Form 10-K filed with the Commission on October 30, 2006;
	•		The Registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 15, 2006;
	•		The Registrant’s Current Report on Form 8-K filed with the Commission on October 16, 2006;
	•		The description of the Common Shares of the Registrant included in the Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, which was filed with the Commission on May 11, 2006 (Registration No. 333-125483), under the heading “Description of Our Common Stock.”

     All documents that shall be filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment indicating that all securities offered under the Plan have been sold or deregistering all securities then remaining unsold thereunder shall be deemed to be incorporated herein by reference and shall be deemed to be a part hereof from the date of filing thereof.

Item 8. Exhibits.

     The following exhibits are filed herewith:

Exhibit No.		Description of Exhibit
5.1		Opinion of Anfield Sujir Kennedy & Durno.
23.1		Consent of De Visser Gray, Chartered Accountants.
23.2		Consent of Meaden & Moore, Ltd.
23.3		Consent of Schlumberger Technology Corporation.
23.4		Consent of Anfield Sujir Kennedy & Durno (included in Exhibit 5.1).
24.1		Power of Attorney.

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 Solon, State of Ohio on December 22, 2006.

		BPI ENERGY HOLDINGS, INC.
		By:		/s/ James G. Azlein
		Name:    James G. Azlein
		Title:     Chief Executive Officer and President

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title
/s/ James G. Azlein		President, Chief Executive Officer and Director
James G. Azlein		(Principal Executive Officer)
/s/ Randy L. Elkins    Randy L. Elkins		Controller and Acting Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Dennis Carlton*    Dennis Carlton		Director
/s/ William J. Centa*    William J. Centa		Director
/s/ Costa Vrisakis*    Costa Vrisakis		Director

*	By:		/s/ James G. Azlein		Date: December 22, 2006
			James G. Azlein, Attorney-in-Fact for the officers and directors signing in the capacities indicated