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As filed with the Securities and Exchange Commission on May ___, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------------------
Commission file number 000-25367
-----------------------------------
INTERNATIONAL FUEL TECHNOLOGY, INC.
(Exact name of registrant as specified in charter)
Nevada 88-0357508
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7777 Bonhomme, Suite 1920, St. Louis, Missouri 63105
- --------------------------------------------- -----
(Address of Principal Executive Office) (Zip Code)
Consultant and Employee Stock Compensation Plan
-----------------------------------------------
(Full Title of the Plan)
(314) 727-3333
--------------
(Registrant's Telephone Number, Including Area Code)
William J. Lindenmayer, President
7777 Bonhomme, Suite 1920
St. Louis, Missouri 63105
--------------------------
(Name and Address of Agent for Service)
Copy to:
David W. Braswell, Esq.
Armstrong Teasdale LLP
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102
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EXPLANATORY NOTE:
On February 7, 2000, a total of 127,559 shares of Common Stock of
International Fuel Technology, Inc. (the "Registrant") to be issued in
connection with the Registrant's Consultant and Employee Stock Compensation Plan
(the "Plan") were registered with the Securities and Exchange Commission (the
"Commission") by Registration Statement on Form S-8 (File No. 333-96261). A
total of 100,000 shares of Common Stock registered on February 7, 2000 will not
be the subject of awards under the Plan. This Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 hereby deregisters such shares in
accordance with the undertakings of the Registrant given pursuant to Item 9 of
the Registration Statement. This Amendment No. 1 to the Registration Statement
will automatically become effective upon filing with the Commission. Upon
effectiveness of this Amendment No. 1 to the Registration Statement, 27,559
shares will remain registered under the Plan by way of Form S-8 filed February
7, 2000 (File No. 333-96261).
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 is also being filed to include Exhibit 23.1, Consent of McGladrey &
Pullen, LLP, which was inadvertently omitted from the Registration Statement on
Form S-8 filed February 7, 2000 (File No. 333-96261).
Item 5. Interests of Names Experts and Counsel.
Donald J. Stoecklein, counsel to the Registrant in connection with the
February 7, 2000 filing of the Registration Statement on Form S-8 and provider
of the opinion regarding legality of shares being issued, is the holder of
27,559 of such shares.
Item 8. Exhibits.
23.1 Consent of McGladrey & Pullen, LLP
2
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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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on this 8th day
of May, 2000.
INTERNATIONAL FUEL TECHNOLOGY, INC.
By: /s/ William J. Lindenmayer
---------------------------------
William J. Lindenmayer, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jonathan R. Burst
- -------------------------- Chief Executive Officer, Director May 8, 2000
Jonathan R. Burst
/s/ William J. Lindenmayer
- -------------------------- President, Director May 8, 2000
William J. Lindenmayer
/s/ Patty Foltz
- -------------------------- Secretary/Treasurer May 8, 2000
Patty Foltz
- -------------------------- Director May 8, 2000
Fred K. Jensen
/s/ David B. Norris
- -------------------------- Director May 8, 2000
David B. Norris
- -------------------------- Director May 8, 2000
Harry Demetriou
</TABLE>
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 333-96261) of our report dated September 27, 1999 on our
audits of the financial statements of International Fuel Technology, Inc. as of
March 31, 1999 and 1998 and for each of the two years in the period ended March
31, 1999, and for the period from April 9, 1996, the date of inception, to March
31, 1999, which report is included in the Company's Form 8-K filed January 12,
2000.
/s/ McGLADREY & PULLEN, LLP
Las Vegas, Nevada
May 4, 2000
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