As filed with the Securities and Exchange
Commission on October 15, 2013
Registration No. 333-147443
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
China Recycling Energy Corporation
(Exact name of registrant as specified in its charter)
____________________
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Nevada
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90-0093373
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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____________________
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12/F, Tower A
Chang An International Building
No. 88 Nan Guan Zheng Jie
Xi’an
City, Shaanxi Province
,
China
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710068
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(Address of Principal Executive Offices)
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(Zip Code)
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Amended and Restated 2007 Nonstatutory
Stock Option Plan
(Full title of the plan)
Securities Transfer Corporation
2591 Dallas Parkway, Suite 102
Frisco, Texas 75034
(Name
and address of agent for service)
1-469-633-0101
(Telephone number, including area code, of agent for service)
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Copies to:
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Thomas Wardell, Esq.
McKenna Long &
Aldridge LLP
303 Peachtree Street,
NE
Suite 5300
Atlanta, Georgia 30308-3201
(404) 527-4000
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i
ndicate
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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
þ
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____________________
CALCULATION
OF REGISTRATION FEE
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Title Of Securities
To Be Registered
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Amount To Be
Registered
(1)
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Proposed Maximum
Offering Price
Per Share
(2)
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Proposed Maximum
Aggregate
Offering Price
(2)
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Amount
Of
Registration Fee
(3)
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Common Stock, par value $.001 per share
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733,333
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$3.05
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$2,236,665.65
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$305.08
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(1)
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This Registration Statement covers 733,333 additional shares of common stock, par value $.001 per
share, of China Recycling Energy Corporation (the “Registrant”) available for issuance pursuant to awards under the
Registrant’s
Amended and Restated
2007 Nonstatutory Stock Option Plan (the “Plan”). This Registration
Statement also covers,
pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities
Act”), an indeterminate number of shares, options and rights that may be offered or issued pursuant to the Plan as a result
of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar
transactions.
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(2)
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Pursuant to Securities Act Rule 457(h), the maximum offering price per share and in the aggregate,
and the registration fee were calculated based upon the exercise price per share of $3.05
of the outstanding options for
the additional 733,333 shares issuable under the Plan.
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(3)
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Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to
the registration of additional securities for the Plan. A Registration Statement on Form S-8 has been filed previously on November
15, 2007 (Registration No.
333-147443)
for the existing securities under the Plan.
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EXPLANATORY NOTE
Incorporation by
Reference
. This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Registration
Statement on Form S-8 (Registration No. 333-147443) is incorporated herein by reference and made a part hereof.
Registration of
Additional Shares of Common Stock Under the Plan
. This Registration Statement on Form S-8 is filed by the Registrant to register
an additional 733,333 shares of common stock, par value $.001 per share of the Registrant. Such increase in the number of shares
authorized for issuance under the Plan was authorized by the stockholders of the Registrant on June 4, 2010.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The
content of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”)
on November 15, 2007 (Registration No. 333-147443), by the Registrant, are incorporated herein by reference. In addition, the following
new documents filed with the Commission by the
Registrant
are incorporated herein by reference:
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(a)
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
filed with the Commission on April 1, 2013;
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(b)
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the Registrant’s Quarterly Report for the fiscal quarter ended March 31, 2013 and June 30,
2013, filed with the Commission on May 15, 2013 and August 14, 2013;
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(c)
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the Current Reports on Form 8-K, filed with the Commission on June 24, 2013, September 16,
2013 and October 4, 2013; and
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(d)
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the description of the Company’s common stock contained in its Registration Statement on
the Form SB-2 filed with the Commission on July 29, 2005, and any amendment or report filed for the purpose of updating such description.
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All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent
to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of filing of such documents; provided, however, that
documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated
by reference into this Registration Statement. Any statement contained in any document 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 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 such statement so modified or superseded shall not be deemed to constitute a
part of this Registration Statement, except as so modified or superseded.
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Exhibit
Number
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Description
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3.1
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Articles of Incorporation (filed as Exhibit 3.05 to the Company’ s Form 10-KSB for the fiscal year ended December 31, 2001).
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3.2
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Fourth Amended and Restated Bylaws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 25, 2009).
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5.1
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Opinion of McKenna Long & Aldridge LLP.*
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23.1
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Consent of Independent Registered Public Accounting Firm.*
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23.2
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Consent of McKenna Long & Aldridge LLP (included in legal opinion filed as Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)*
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99.1
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2007 Nonstatutory Stock Option Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, dated November 13, 2007; File No. 333-147443)
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99.2
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Amended and Restated 2007 Nonstatutory Stock Option Plan (filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A on April 30, 2010)
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99.3
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Form of Nonstatutory Stock Option Agreement - Non-Manager Employee (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 8, 2008)
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99.4
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Form of Nonstatutory Stock Option Agreement - Manager Employee (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 4, 2008)
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* Filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Act, 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 People’s Republic of China on this 15th day of October, 2013.
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China recycling energy corporation
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By:
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/s/
Guohua Ku
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Guohua Ku
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Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
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POWER OF
ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints
Guohua Ku
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and each of his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her 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, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities
and on the date indicated.
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Signature
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Title
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Date
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/s/ Guohua Ku
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Chief Executive Officer (Principal Executive
Officer) and Chairman of the Board
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October 15, 2013
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Guohua Ku
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/s/ David Chong
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Chief Financial Officer (Principal Financial
Officer), Principal Accounting Officer and Secretary
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October 15, 2013
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David Chong
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/s/ Timothy Driscoll
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Director
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October 15, 2013
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Timothy Driscoll
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/s/ Albert McLelland
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Director
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October 15, 2013
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Albert McLelland
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/s/ Lanwei Li
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Director
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October 15, 2013
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Lanwei Li
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/s/ Julian Ha
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Director
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October 15, 2013
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Julian Ha
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/s/ Yilin Ma
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Director
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October 15, 2013
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Yilin Ma
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/s/ Chungui Shi
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Director
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October 15, 2013
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Chungui Shi
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Articles of Incorporation (filed as Exhibit 3.05 to the Company’ s Form 10-KSB for the fiscal year ended December 31, 2001).
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3.2
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Fourth Amended and Restated Bylaws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 25, 2009).
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5.1
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Opinion of McKenna Long & Aldridge LLP.*
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23.1
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Consent of Independent Registered Public Accounting Firm.*
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23.2
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Consent of McKenna Long & Aldridge LLP (included in legal opinion filed as Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)*
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99.1
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2007 Nonstatutory Stock Option Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, dated November 13, 2007; File No. 333-147443)
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99.2
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Amended and Restated 2007 Nonstatutory Stock Option Plan (filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A on April 30, 2010)
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99.3
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Form of Nonstatutory Stock Option Agreement - Non-Manager Employee (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 8, 2008)
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99.4
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Form of Nonstatutory Stock Option Agreement - Manager Employee (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 4, 2008)
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* Filed herewith.
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Albany
Atlanta
Brussels
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Northern Virginia
Orange County
Rancho Santa Fe
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Denver
Los Angeles
Miami
New York
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mckennalong.com
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San Francisco
Seoul
Washington, DC
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Thomas
Wardell
(404) 527-4990
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email
address
twardell@mckennalong.com
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October 15, 2013
Board of Directors
China Recycling Energy Corporation
12/F, Tower A
Chang An International Building
No. 88 Nan Guan Zheng Jie
Xi’an City, Shaanxi Province, China
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel
to China Recycling Energy Corporation, a Nevada corporation (the “
Company
”), in connection with the filing by
the Company of a Registration Statement on Form S-8 (including the prospectus which is a part thereof, the “
Registration
Statement
”), with the Securities and Exchange Commission (the “
Commission
”) for the registration under
the Securities Act of 1933 as amended (the “
Act
”) of 733,333 shares of common stock of the Company, par value
$0.001 per share (the “
Shares
”), which may be issued pursuant to awards under the Company's Amended and Restated
2007 Nonstatutory Stock Option Plan (the “
Plan
”). This opinion letter is being furnished in accordance with
the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
In connection with
this opinion, we have examined and relied upon the Registration Statement, the Plan, the Certificate of Incorporation of the Company,
as amended through the date hereof, the Amended and Restated Bylaws of the Company, certain resolutions of the Board of Directors
of the Company relating to the Plan, the Shares and the Registration Statement, applicable statutory provisions and related rules
and regulations of Chapter 78 of the Nevada Revised Statutes and the reported judicial decisions interpreting those laws, and the
originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as
in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We also have made such further
legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.
With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and
the authenticity of the originals of those latter documents. We have further assumed that (i) shares of common stock of the
Company currently reserved will remain available for the issuance of the Shares, and (ii) neither the Company’s charter
documents nor any of the proceedings relating to the Plan or any awards granted under the Plan will be rescinded, amended or otherwise
modified prior to the issuance of the Shares. As to questions of fact material to this opinion, we have, to the extent deemed appropriate,
relied upon, without independent verification or investigation of the accuracy or completeness thereof, certain representations
of certain officers of the Company.
October 15, 2013
Page 2
Our opinion is limited
to applicable statutory provisions of Chapter 78 of the Nevada Revised Statutes and the reported judicial decisions interpreting
those laws, and federal laws of the United States of America to the extent referred to specifically herein. We are
not members of the Bar of the State of Nevada; however, we are generally familiar with the Nevada Revised Statutes as currently
in effect and have made such inquiries as we consider necessary to render the opinion contained herein. We assume no obligation
to revise or supplement this opinion letter in the event of future changes in such laws or the interpretations thereof or such
facts. We express no opinion regarding the Act, or any other federal or state laws or regulations.
Based upon the foregoing
and subject to the assumptions, limitations and exceptions set forth herein, we are of the opinion that, as of the date hereof,
the Shares have been duly authorized, and when sold and issued in accordance with the Plan, the Registration Statement and related
prospectus, will be validly issued, fully paid and nonassessable.
This opinion is
issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in
any financial statements of the Company or any other document, nor is it to be filed with or furnished to any government agency
or other person, without our prior written consent.
We hereby consent to
the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.
Our opinion expressed
herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof that may affect our opinions expressed herein.
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Very truly yours,
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/s/McKenna Long & Aldridge LLP
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McKenna Long & Aldridge LLP
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