Riot Platforms, Inc. — Regulatory Filings 2010

Apr 1, 2010

As filed with the Securities and Exchange Commission on April 1, 2010

Registration No. 333- ______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AspenBio Pharma, Inc.

(Exact name of registrant as specified in its charter)

Colorado	84-1553387
(State or
other jurisdiction of incorporation
or organization)	(I.R.S.
Employer Identification No.)

| 1585 South Perry
Street Castle
Rock, Colorado | 80104 |
| --- | --- |
| (Address of
Principal Executive Offices) | (Zip
Code) |

ASPENBIO PHARMA, INC.

2002 STOCK INCENTIVE PLAN

(AMENDED AND RESTATED - JUNE 1, 2007), AS AMENDED

(Full title of the plan)

Jeffrey McGonegal

Chief Financial Officer

1585 South Perry Street

Castle Rock, Colorado 80104

(Name and address of agent for service)

(303) 794-2000

(Telephone number, including area code, of agent for service)

with a copy to:

Mary J. Mullany, Esquire

Ballard Spahr LLP

1735 Market Street

51st Floor

Philadelphia, Pennsylvania 19103

215-665-8500

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 Non-accelerated filer o (Do not check if smaller reporting company) Accelerated filer þ Smaller reporting company o

CALCULATION OF REGISTRATION FEE

| Title
of Securities to be Registered | Amount
to be Registered (1) | Proposed
Maximum Offering Price (2) | Proposed
Maximum Aggregate Offering
Price (2) | Amount
of Registration Fee |
| --- | --- | --- | --- | --- |
| Common
Stock, no par value | 1,850,000
shares | $2.205 | $4,079,250 | $290.85 |

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Common Stock issuable under the equity plan described below in the event the number of outstanding shares of the Registrant is increased by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization or similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee. In accordance with Rule 457(h) promulgated under the Securities Act, the price shown is based upon the average of the high and low prices reported for the Common Stock on the NASDAQ Capital Market on March 30, 2010.

PART II -

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Explanatory Note

AspenBio Pharma, Inc. (the “Registrant”) is filing this registration statement to register an additional 1,850,000 shares of its common stock, no par value (“Common Stock”), for issuance under the AspenBio Pharma, Inc. 2002 Stock Incentive Plan, Amended and Restated on June 1, 2007, as amended (the “Plan”). The increases in the number of shares available to be awarded under the Plan are described in the Registrant’s definitive proxy statements, filed with the United States Securities and Exchange Commission (the “Commission”) on April 29, 2008 and October 16, 2009, and were approved by the Registrant’s shareholders on June 9, 2008 and November 20, 2009, respectively. The Registrant previously filed a Registration Statement on Form S-8 (File No. 333-143959) to register 4,250,000 shares of Common Stock authorized for issuance under the Plan. Pursuant to General Instruction E to Form S-8, Part I and Items 4-7 and 9 of Part II of the Registrant’s Registration Statement on Form S-8 (File No. 333-143959) are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, filed or to be filed with the Commission, are incorporated herein by reference:

· the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Commission on March 9, 2010;

· the Registrant’s Current Reports on Form 8-K filed with the Commission on February 10, 2010 (Items 8.01 and 9.01), March 24, 2010 (Items 8.01 and 9.01) and March 26, 2010 (Items 5.02 and 9.01); and

· the description of the Registrant’s Common Stock on its Registration Statement on Form 8-A filed October 1, 2002, as amended by Form 8-A filed on August 27, 2007, as amended by Form 8-A/Amendment 1 on August 27, 2007.

In addition, all reports and other documents 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 hereby 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 hereof from the date of filing of such document. Any statement contained in a document incorporated or deemed to be 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. The statements required to be 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 Number Description

4.1 2002 Stock Incentive Plan, Amended and Restated on June 1, 2007 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on June 22, 2007).

4.2 Amendment to 2002 Stock Incentive Plan, dated June 9, 2008 (incorporated by reference to Exhibit 10.1.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009).

4.3 Amendment to 2002 Stock Incentive Plan, dated November 20, 2009 (incorporated by reference to Exhibit 10.1.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009).

5.1 Opinion of Ballard Spahr LLP (filed herewith).

23.1 Consent of GHP Horwath, P.C. (filed herewith).

23.2 Consent of Ballard Spahr LLP (contained in Exhibit 5.1).

24.1 Power of Attorney (see signatures page to this Registration Statement).

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Castle Rock, State of Colorado on April 1, 2010.

| ASPENBIO
PHARMA, INC. | |
| --- | --- |
| By: | /s/ Stephen
T. Lundy |
| Name: | Stephen
T. Lundy |
| Title: | Chief
Executive Officer and President |

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen T. Lundy and Jeffrey G. McGonegal, and each of them, as the true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Stephen
T. Lundy	Chief
Executive Officer, President and Director (principal executive officer)	April
1, 2010
Stephen
T. Lundy
/s/
Jeffrey G. McGonegal	Chief
Financial Officer and Secretary (principal financial officer and principal accounting
officer)	April
1, 2010
Jeffrey
G. McGonegal
/s/ Daryl
J. Faulkner	Executive
Chairman and Director	April
1, 2010
Daryl
J. Faulkner

| /s/ Gregory
Pusey | Vice
Chairman, Vice President, Investor
Relations and Director | April
1, 2010 |
| --- | --- | --- |
| Gregory
Pusey | | |
| /s/
Gail S. Schoettler | Director | April
1, 2010 |
| Gail
S. Schoettler | | |
| /s/
Douglas I. Hepler | Director | April
1, 2010 |
| Douglas
I. Hepler | | |

| /s/
Mark J. Ratain | Director | April
1, 2010 |
| --- | --- | --- |
| Mark
J. Ratain | | |
| /s/
David E. Welch | Director | April
1, 2010 |
| David
E. Welch | | |
| | Director | |
| Michael
R. Merson | | |

| /s/
John H. Landon |
| --- |
| John
H. Landon |