As filed with the Securities and Exchange Commission on February 29, 2012
Registration No.: 333 - ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INUVO, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
87-0450450
(State or other jurisdiction of incorporation or organization)
 
(I. R. S. Employer Identification No.)

15550 Lightwave Drive, Suite 300, Clearwater, FL
 
33760
(Address of Principal Executive Offices)
 
(Zip Code)

2010 Equity Incentive Plan
(Full title of the plan)
 
Mr. Wallace Ruiz
Chief Financial Officer
Inuvo, Inc.
15550 Lightwave Drive, Suite 300
Clearwater, FL  33760
(Name and address of agent for service)

(727) 324-0046
(Telephone number, including area code, of agent for service)

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
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ

CALCULATION OF REGISTRATION FEE

Title of securities to be registered
 
Amount to be registered (1)
   
Proposed maximum offering price per share (2)
   
Proposed maximum aggregate offering price (2)
   
Amount of registration fee (2)
 
Common stock, par value $0.001 per share
    2,685,945     $ 0.94     $ 2,524,788     $ 289.34  

(1)            To the extent permitted by Rule 416, this registration statement also covers an indeterminate number of additional shares of common stock of Inuvo, Inc. as may be issuable as a result of the anti-dilution provisions pursuant to future stock splits, stock dividends or similar transactions.

(2)            Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the registrant’s common stock as reported on the NYSE Amex on February 24, 2012.
 
 
 
 

EXPLANATORY NOTE

This registration statement on Form S-8 of Inuvo, Inc. relating to 2,685,945 shares of common stock, par value $0.001 per share, issuable under  the Inuvo, Inc. 2010 Equity Incentive Plan (the “Plan”), which common stock is in addition to the 700,000 shares (taking into account a 1-for-10 reverse stock split on December 10, 2010) of common stock registered by us on a registration statement on Form S-8, filed with the Securities and Exchange Commission on September 2, 2010 (File No. 333-169158) (the “Prior Registration Statement”).

The Plan contains an “evergreen formula” pursuant to which the number of shares of common stock available for issuance under the Plan will automatically increase on the first trading day of January each calendar year during the term of the Plan, beginning with calendar year 2011, by an amount equal to 1% of the total number of shares of our common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to a maximum annual increase of 1,500,000 shares of common stock. As a result of the evergreen formula, on January 1, 2011 the number of shares reserved under the Plan increased to 785,588 shares and on January 1, 2012 the number of shares reserved under the Plan increased to 885,945 shares.  In addition, on November 9, 2011 our Board of directors approved, subject to stockholder approval, an amendment to the Plan increasing the number of shares of our common stock reserved for issuance under the plan by an additional 2,500,000 shares and amending the maximum annual increase under the evergreen formula to 250,000 shares.  On February 29, 2012 our stockholders approved the increase.

This registration statement relates to the same class as those to which the Prior Registration Statement relates and is filed pursuant to Instruction E of the General Instructions to Form S-8 regarding registration of additional securities.  Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of shares of common stock under the Plan and except as otherwise set forth in this registration statement, are incorporated by reference herein.

 
2
 
 
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
 
The following documents, which have previously been filed by us, as specified, with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

1.           Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (filed on March 30, 2011) (File No. 0-30428).

2.           Reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 2010.

3.           The description of our common stock that is contained in our registration statement on Form 8-A, filed with the Securities and Exchange Commission on February 28, 2005, as amended on February 29, 2008 (File No. 1-32442) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the 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 so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

ITEM 8.   EXHIBITS.

Exhibit No.
 
Description
4.1
 
Articles of Incorporation, as amended (incorporated by reference and filed as an exhibit to Inuvo’s Annual Report on Form 10-KSB for the year ended December 31, 2003, as filed with the Securities and Exchange Commission on March 1, 2004).
4.2
 
Certificate of Amendment to Articles of Incorporation, as amended (incorporated by reference and filed as an exhibit to Inuvo’s Annual Report on Form 10-KSB for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on March 31, 2006).
4.3
 
Articles of Merger between Inuvo, Inc. and Kowabunga! Inc. (incorporated by reference and filed as an exhibit to Inuvo’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2009).
4.4
 
Certificate of Change Filed Pursuant to NRS 78.209 (incorporated by reference to Inuvo’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 30, 2010).
4.5
 
Amended and Restated By-Laws (incorporated by reference to Inuvo’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on April 30, 2010).
 
Opinion of Schneider Weinberger LLP *
 
Consent of Kirkland, Russ, Murphy & Tapp, P.A.*
 
Consent of Mayer Hoffman McCann P.C.*
 
Consent of Schneider Weinberger LLP (included in Exhibit 5.1 hereof)*
99.1
 
Inuvo, Inc. 2010 Equity Compensation Plan (incorporated by reference to Inuvo’s definitive proxy statement on Schedule 14A as filed on April 30, 2010).
 
Amendment No. 1 to the Inuvo, Inc. 2010 Equity Compensation Plan*

*           Filed herewith.
 
 
3
 

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 duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clearwater, State of Florida on February 29, 2012.
 
  Inuvo, Inc.  
       
 
By:
/s/ Richard K. Howe
 
    Richard K. Howe  
   
Chief Executive Officer
 
       

Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Richard K. Howe
 
Chief Executive Officer, director, principal executive officer
 
February 29, 2012
Richard K. Howe
     
         
/s/ Wallace D. Ruiz
 
Chief Financial Officer, principal financial and accounting officer
 
February 29, 2012
Wallace D. Ruiz
     
         
/s/ Charles Pope
 
Director
 
February 29, 2012
Charles Pope
       
         
/s/ Charles D. Morgan   Director   February 29, 2012
Charles D. Morgan        

The foregoing represents a majority of the Board of Directors.
 
 
4
 

EXHIBIT INDEX

 
Exhibit No.
 
Description
5.1
 
Opinion of Schneider Weinberger LLP
23.1
 
Consent of Kirkland, Russ, Murphy & Tapp, P.A.
23.2
 
Consent of Mayer Hoffman McCann P.C.
23.3
 
Consent of Schneider Weinberger LLP (included in Exhibit 5.1 hereof)
99.2
 
Amendment No. 1 to the Inuvo, Inc. 2010 Equity Compensation Plan

 
EXHIBITS 5.1 AND 23.3
 
 
OPINION OF SCHNEIDER WEINBERGER LLP

Schneider Weinberger LLP
2200 Corporate Blvd., N.W., Suite 210
Boca Raton, FL 33431
Telephone: (561) 362-9595
Facsimile No. (561) 362-9612

February 29, 2012

Inuvo, Inc.
15550 Lightwave Drive, Suite 300
Clearwater, FL 33760

 
Re:
Inuvo, Inc., a Nevada corporation (the " Company ")
 
Registration Statement on Form S-8 (the " Registration Statement ") ,
 
Gentlemen:

This opinion is furnished to you in connection with the Registration Statement to be filed with the Securities and Exchange Commission (the “SEC” ) under the Securities Act of 1933, as amended (the “Securities Act” ), for the registration of 2,685,945 shares of the Company’s common stock, par value $0.001 per share (the “ Shares ”), to be issued pursuant to restricted stock grants and/or upon exercise of options granted and to be granted under the Company’s 2010 Equity Compensation Plan, as amended (the “ Plan ”).

In our capacity as counsel to the Company, we have examined the original, certified, conformed, photostat or other copies of the Company's Articles of Incorporation and By-Laws, the Plan and various other agreements and option awards, corporate minutes provided to us by the Company and such other documents and instruments as we deemed necessary. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon.

Subject to and in reliance upon the foregoing, we are of the opinion that the Shares to be issued as restricted stock grants and/or upon exercise of options granted and to be granted under the Plan, when issued in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion in the Registration Statement to be filed with the SEC. In giving this opinion and 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 SEC thereunder.
 
    Very truly yours,  
       
 
By:
/s/ Schneider Weinberger LLP  
    Schneider Weinberger LLP  
 
EXHIBIT 23.1


 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
We have issued our report dated March 30, 2010 on the 2009 consolidated financial statements included in the Annual Report of Inuvo, Inc. on Form 10-K for the year ended December 31, 2009. We hereby consent to the incorporation by reference of said report in the Registration Statement of Inuvo, Inc. on Form S-8 for the Inuvo, Inc. 2010 Equity Compensation Plan, as amended.
 
February 29, 2012
By:
/s/ Kirkland, Russ, Murphy & Tapp, P.A  
    Kirkland, Russ, Murphy & Tapp, P.A.  
    Clearwater, Florida  

EXHIBIT 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have issued our report dated March 28, 2011 on the 2010 consolidated financial statements included in the Annual Report of Inuvo, Inc. on Form 10-K for the year ended December 31, 2010. We hereby consent to the incorporation by reference of said report in the Registration Statement of Inuvo, Inc. on Form S-8 for the Inuvo, Inc. 2010 Equity Compensation Plan, as amended.
 
 
February 29, 2012
By:
/s/ Mayer Hoffman McCann P.C.  
    Mayer Hoffman McCann P.C.  
    Clearwater, Florida  

 
 

 

 
 
EXHIBIT 99.2

AMENDMENT NO. 1
TO THE
INUVO, INC. 2010 EQUITY COMPENSATION PLAN

Section 4.1 of the Inuvo, Inc. 2010 Equity Compensation Plan (the “Plan”) is hereby deleted in its entirety and replaced with the following:

4.1 Number of Shares . The total number of shares of Common Stock reserved and available for issuance under the Plan shall be three million two hundred thousand (3,200,000) million shares. Shares of Common Stock under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The number of shares of Common Stock available for issuance under the Plan shall automatically increase on the first trading day of January each calendar year during the term of the Plan, beginning with calendar year 2011, by an amount equal to one percent (1%) of the total number of shares of Common Stock outstanding on the last trading day in December of the immediately preceding calendar year, but in no event shall any such annual increase exceed 250,000 shares of Common Stock. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock, Deferred Stock Award, or Other Stock-Based Award granted hereunder are forfeited or any such Award otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be available for distribution in connection with future grants and Awards under the Plan.

Except as provided herein, all other terms and conditions of the Plan remain in full force and effect. The foregoing amendment was approved by the Company’s Board of Directors on November 9, 2011 pursuant to Section 11 of the Plan and by the Company’s stockholders on February 29, 2012. All terms not otherwise defined herein shall have the same meaning as in the Plan. This Amendment No. 1 to the Plan is effective as of February 29, 2012.
 
  INUVO, INC.  
     
 
By:
  / s/ Wallace D. Ruiz  
    Wallace D. Ruiz  
    Chief Financial Officer  
.