Celsius Holdings, Inc.

Registration Form • Aug 14, 2009

S-8 1 s82009_celsius.htm REGISTRATION STATEMENT s82009_celsius.htm Licensed to: Electronic Filing Services Corp. Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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CELSIUS HOLDINGS, INC.

(Exact Name of Registrant in its Charter)

Nevada	2086	20-2745790
(State
of Incorporation)	(Primary
Standard Classification Code)	(IRS
Employer ID No.)

140 NE 4 th Avenue, Suite C

Delray Beach, FL 33483

(561) 276-2239

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

2006 INCENTIVE STOCK PLAN

(Full title of the Plan)

Jan Norelid, CFO

140 NE 4 th Avenue, Suite C

Delray Beach, FL 33483

(561) 276-2239

(Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

Roger Shaffer, Esq. Baritz & Colman, LLP 1075 Broken Sound Parkway, NW Suite 102 Boca Raton, Florida 33487 Telephone: (561) 864-5100 Telecopier: (561) 864-5101

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 | ¨ | Accelerated
filer | ¨ |
| --- | --- | --- | --- |
| Non-accelerated
filer | ¨ | Smaller
reporting company | x |
| (Do
not check if a smaller reporting company) | | | |

CALCULATION OF REGISTRATION FEE

| Title
of Each Class of Securities to
be Registered — Common
Stock, $0.001 par value | 33,953,044 | $0.535 | $18,164,878.54 | $1,013.60 |
| --- | --- | --- | --- | --- |
| Total | 33,953,044 | $0.535 | $18,164,878.54 | $1,013.60 |

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2006 Incentive Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Celsius Holdings, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices per share of the Registrant’s Common Stock as reported by the OTC on August 10, 2009.

EXPLANATORY NOTE

The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for Celsius Holdings, Inc. (the “Registrant”) to register an additional 33,953,044 shares of Common Stock for issuance under the 2006 Incentive Stock Plan, as amended.

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-150334), filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2008, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART II

INFORMATION REQUIRED IN THE PROSPECTUS

Item 3. Incorporation of Documents by Reference.

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-150334), filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2008.

The following document filed with the Securities and Exchange Commission is incorporated herein by reference: The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

All reports and other documents or information subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part of this registration statement from the date of the filing of such reports and documents.

ITEM 8. EXHIBITS

| Exhibit
No. | Description | Location |
| --- | --- | --- |
| 4.1 | Articles
of Incorporation | Incorporated
by reference to Exhibit 3.1 to the Registrant’s Registration Statement on
Form SB-2 as filed with the SEC on November 21, 2005 |
| 4.2 | Bylaws | Incorporated
by reference to Exhibit B to the Registrant’s Information on Form DEF-14C
as filed with the SEC on December 5, 2006 |
| 4.3 | 2006
Incentive Stock Plan | Incorporated
by reference to Appendix A of the Registrant’s definitive proxy statement
on Schedule 14A filed with the Securities and Exchange Commission on May
26, 2009. |
| 5.1 | Opinion
of counsel | Filed
herewith |
| 23.1 | Consent
of Sherb & Co. | Filed
herewith |
| 23.3 | Consent
of Counsel | Incorporated
by reference to Exhibit 5.1 filed herewith |

SIGNATURES

In accordance with 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 authorized this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Delray Beach, State of Florida, on August 14, 2009.

| Date: August
14, 2009 |
| --- |
| By: /s/Stephen C.
Haley |
| Name: Stephen
C. Haley |
| Titles: Principal
Executive Officer, Chief ExecutiveOfficer and President |
| By: /s/Jan
Norelid |
| Name: Jan
Norelid |
| Titles: Principal
Financial and Accounting Officer,Chief Financial Officer, Secretary
andTreasurer |

In accordance with the Securities Act, this S-8 has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates stated.

Signatures	Title(s)	Date
/s/
Stephen C. Haley	Chairman
of the Board	August
14, 2009
Stephen
C. Haley
/s/
Jan A. Norelid	Director	August
14, 2009
Jan
A. Norelid
/s/
James R. Cast	Director	August
14, 2009
James
R. Cast
/s/
William H. Milmoe	Director	August
14, 2009
William
H. Milmoe
/s/
Geary W. Cotton	Director	August
14, 2009
Geary
W. Cotton