GUIDED THERAPEUTICS INC (Form: S-8, Received: 12/01/2011 16:20:08)

As filed with the Securities and Exchange Commission on December 1, 2011

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

___________________

GUIDED THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		58-2029543
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5835 Peachtree Corners East, Suite D

Norcross, Georgia 30092

(Address of Principal Executive Offices) (Zip Code)

___________________

1995 STOCK PLAN

(Full title of the plan)

___________________

Mark L. Faupel

President and Chief Executive Officer

Guided Therapeutics, Inc.

5835 Peachtree Corners East, Suite D

Norcross, Georgia 30092

(770) 242-8723

(Telephone number, including area code, of agent for service)

WITH A COPY TO:

Heith D. Rodman, Esq.

Jones Day

1420 Peachtree Street, N.E.

Suite 800

Atlanta, Georgia 30309-3053

(404) 521-3939

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 [ ]
	Non-accelerated filer [ ]		Smaller reporting company [X]

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $.01 par value	5,800,000 shares(1)	$0.95(2)	$5,510,000(2)	$631.45(2)

(1) In addition to the shares set forth in the table, pursuant to Rule 416 of the Securities Act of 1933, the amount to be registered includes an indeterminate number of shares issuable upon adjustment due to stock splits, stock dividends, and anti-dilution provisions and other adjustment provisions, as provided in the 1995 Stock Plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. Based on the average of the bid and ask price of the common stock on the OTCQB quotation system on November 28, 2011.

STATEMENT UNDER GENERAL INSTRUCTION E TO FORM S-8

This registration statement registers 5,800,000 additional shares of the registrant’s common stock, par value $.001 per share, to be issued to participants under the registrant’s 1995 Stock Plan. The contents of the previous registration statement on Form S-8 filed by the registrant with the Securities and Exchange Commission (the “Commission”) on June 25, 2001 (Registration No. 333-63758) are incorporated by reference into this registration statement pursuant to General Instruction E to Form S-8 regarding registration of additional securities.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.		Description
*5.1		Opinion of Jones Day regarding validity.
10.1		1995 Stock Plan and form of Stock Option Agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 333-22429) filed February 27, 1997).
10.2		2005 Amendment No. 2 to the 1995 Stock Plan, as amended (incorporated by reference to Appendix 1 to the proxy statement on Schedule 14A, filed May 10, 2005).
*10.3		2010 Amendment to the 1995 Stock Plan.
23.1		Consent of Jones Day (included in Exhibit 5.1).
*23.2		Consent of UHY LLP.
24.1		Powers of Attorney (included as part of signature page).

_________________________

*filed herewith

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 Atlanta, State of Georgia, on
December 1, 2011.

GUIDED THERAPEUTICS, INC.

By: /s/ Mark L. Faupel

Name: Mark L. Faupel
Title: President, Chief Executive Officer and
Acting Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark L. Faupel, with full power of substitution and resubstitution, as attorney-in-fact of the undersigned, for him and in his name, place and stead, to execute and file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 any and all amendments, supplements and exhibits to this Registration Statement (including pre-effective and post-effective amendments and supplements), to execute and file any and all other applications or other documents to be filed with the Commission, such attorney to have full power to act with or without the others, and to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary, advisable or appropriate to be done in the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorney and any such substitute.

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:

DATE: December 1, 2011	SIGNATURE	TITLE

	/s/ Mark L. Faupel	President, Chief Executive Officer, Acting Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
	Mark L. Faupel

	/s/ Ronald W. Hart	Vice Chairman and Director
	Ronald W. Hart

	/s/ John E. Imhoff	Director
	John E. Imhoff

	/s/ Michale C. James	Director
	Michael C. James

	/s/ Ronald W. Allen	Chairman and Director
	Ronald W. Allen

	/s/ Ronald W.Allen	Director
	Jonathan M. Niloff

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Jones Day regarding validity.
10.3		2010 Amendment to the 1995 Stock Plan.
23.2		Consent of UHY LLP.

Exhibit 5.1

[LETTERHEAD OF JONES DAY]

December 1, 2011

Guided Therapeutics, Inc.

5835 Peachtree Corners East, Suite D

Norcross, Georgia 30092

Re: Registration Statement on Form S-8 Filed by Guided Therapeutics, Inc.

Ladies and Gentlemen:

We have acted as counsel for Guided Therapeutics, Inc., a Delaware corporation (the “ Company ”), in connection with the Company’s 1995 Stock Option Plan, as amended (the “ Plan ”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 5,800,000 shares (the “ Shares ”) of the Company’s Common Stock, par value $0.001 per share, that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option or other applicable award agreements thereunder have been authorized by all necessary corporate action of the Company and will be, when issued or delivered and sold in accordance with such Plan and agreements, validly issued, fully paid and nonassessable, provided that the consideration for such Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law, in each case, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the applicable award agreements will be in full force and effect at all times at which such Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions.

In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933 (the “ Act ”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	Very truly yours,

	/s/ Jones Day

Exhibit 10.3

2010 Amendment to the 1995 Stock Plan

The first paragraph of section 3 of the Plan is amended to read as follows:

“3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of shares, which may be subject to option and sold under the Plan is 8,725,635 shares. The shares may be authorized but unissued, or reacquired common stock.”

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion of our report dated March 30, 2011, relating to the consolidated financial statements of Guided Therapeutics, Inc. in this Registration Statement on Form S-8.

UHY LLP

Sterling Heights, Michigan

December 1, 2011