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As filed with the Securities and Exchange Commission on August 14, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8--A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CLEAN ENERGY COMBUSTION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 98-0211550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7087 MacPherson Avenue, British Columbia, Canada V5J 4N4
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this form relates to the registration of a class of securities pursuant
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration file number to which this form relates: 333-88207
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
(Title of Class)
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FINANCIAL INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This registration statement relates to the registration with the Securities and
Exchange Commission of shares of common stock, par value $0.0001 per share (the
"Common Stock"), of Clean Energy Combustion Systems, Inc., a Delaware
corporation (the "Registrant"). The description of the Common Stock to be
registered hereunder set forth under the caption "Description of Our Securities-
Common Stock" at page 53 of the Registration Statement denominated as the
Registrant's Pre-effective Amendment No. 3 to Form SB-2, Registration No. 333-
88207 (the "Registration Statement"), as filed with the Securities and Exchange
Commission, is incorporated herein by this reference.
ITEM 2. EXHIBITS
The following documents are included as Exhibits to the Registration Statement
and incorporated herein by this reference:
3.1 Certificate of Incorporation filed in the Office of the Delaware Secretary
of State on March 1, 1999
3.2 Certificate of Amendment to Certificate of Incorporation filed in the
Office of the Delaware Secretary of State on May 20, 1999
3.3 Certificate of Amendment to Certificate of Incorporation filed in the
Office of the Delaware Secretary of State on November 12, 1999
3.4 Bylaws (as restated to reflect corporate name change)
4.1 Specimen common stock certificate
4.2 Founding Stockholders Agreement dated March 5, 1999
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated at Burnaby, British Columbia, Canada, this 13th day of August, 2000.
CLEAN ENERGY COMBUSTION SYSTEMS, INC.
By: /s/ John P. Thuot
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John P. Thuot
President
(principal executive officer)
By: /s/ Barry A. Sheahan
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Barry A. Sheahan
Chief Financial Officer
(principal accounting officer)
