Delaware
|
41-2170618
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S.
Employer Identification No.)
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to
be
Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Unit(2)
|
Proposed
Maximum
Aggregate
Offering
price(2)
|
Amount
of
Registration
Fee
|
Common
stock, $.001 par value
|
131,250
|
$4.77
|
$626,063
|
$24.60
|
(1)
|
In
the event of a stock split, stock dividend, anti-dilution adjustment or
similar transaction involving common stock of the Registrant, in order to
prevent dilution, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act. The Registrant previously registered the resale
of an aggregate 10,501,000 shares of common stock, including 1,000 shares
of its common stock held directly and 10,500,000 shares of its common
stock underlying its Series A Cumulative Redeemable Convertible Preferred
Stock for a proposed maximum aggregate offering price of $65,841,270 under
its Registration Statement on Form S-3 (Registration No. 333-147471). In
accordance with Rule 462(b) promulgated under the Securities Act, an
additional amount of securities having a proposed maximum aggregate
offering price of not more than 20% of the maximum aggregate offering
price of the securities eligible to be sold under the related Registration
Statement on Form S-3 (Registration No. 333-147471) are being registered
hereunder.
|
(2)
|
The
proposed maximum offering price per share has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(c) of
the Securities Act and is based upon the average of high and low sales
prices of the Registrant’s common stock on the Nasdaq Global Market on
March 25, 2008. The Registrant previously registered the resale
of an aggregate amount of 10,501,000 shares of common stock under its
Registration Statement on Form S-3 (Registration No. 333-147471), for
which a registration fee of $2,021 was previously
paid.
|
|
PACIFIC
ETHANOL, INC.
By:
/s/ NEIL M.
KOEHLER
Neil
M. Koehler
President
and Chief Executive Officer
|
Name
|
Title
|
Date
|
*
William
L. Jones
|
Chairman
of the Board and Director
|
March
26, 2008
|
/s/ NEIL M. KOEHLER
Neil
M. Koehler
|
President,
Chief Executive Officer and Director (principal executive
officer)
|
March
26, 2008
|
/s/ JOSEPH W. HANSEN
Joseph
W. Hansen
|
Chief
Financial Officer (principal financial and accounting
officer)
|
March
26, 2008
|
*
Terry
L. Stone
|
Director
|
March
26, 2008
|
*
John
L. Prince
|
Director
|
March
26, 2008
|
*
Douglas
L. Kieta
|
Director
|
March
26, 2008
|
/s/ LARRY D. LAYNE
Larry
D. Layne
|
Director
|
March
26, 2008
|
*By:
/s/ NEIL M.
KOEHLER
Neil
M. Koehler
Attorney-in-Fact
|
March
26, 2008
|
Exhibit
Number
|
Description
|
|
5.1
|
Opinion
of Rutan & Tucker, LLP
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm
|
|
23.2
|
Consent
of Rutan & Tucker, LLP (contained in Exhibit 5.1)
|
|
24.1
|
Power of Attorney (*)
|
|
________________________
(*)Incorporated
by reference to Registration Statement on Form S-3 (Registration No.
333-147471).
|