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) |
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 | ||||||||||
(1) | This Registration Statement includes 2,000,000 Common Shares, without par value (the Common Shares), of BPI Energy Holdings, Inc. (the Registrant), offered or to be offered by the Registrant under the BPI Energy Holdings, Inc. 2005 Omnibus Stock Plan, as amended (the Plan). This represents the increase in the number of Common Shares authorized for issuance under the Plan. The Registration Statement also includes an indeterminate number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plan. | |
(2) | Estimated solely for purposes of calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act of 1933, as amended, on the basis of the average high and low sale prices of the Common Shares on the American Stock Exchange on December 21, 2006. |
PART II | ||||||||
Item 3. Incorporation of Documents by Reference | ||||||||
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EX-5.1 | ||||||||
EX-23.1 | ||||||||
EX-23.2 | ||||||||
EX-23.3 | ||||||||
EX-24.1 |
| The Registrants Annual Report on Form 10-K filed with the Commission on October 30, 2006; | ||
| The Registrants Quarterly Report on Form 10-Q filed with the Commission on December 15, 2006; | ||
| The Registrants 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 Registrants 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. |
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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. |
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BPI ENERGY HOLDINGS, INC. | ||||||
By: | /s/ James G. Azlein | |||||
Name: James G. Azlein | ||||||
Title: Chief Executive Officer and President |
Signature | Title | |
/s/ James G. Azlein
|
President, Chief Executive Officer and Director | |
(Principal Executive Officer) | ||
/s/ Randy L. Elkins
|
Controller and Acting Chief Financial Officer (Principal Financial and Accounting Officer) |
|
/s/ Dennis Carlton*
|
Director | |
/s/ William J. Centa*
|
Director | |
/s/ 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 |
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