As filed with the Securities and Exchange Commission on May 4, 2007


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As filed with the Securities and Exchange Commission on May 4, 2007
Registration No. 333-137124

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CLEAN ENERGY FUELS CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

 

4932

(Primary Standard Industrial

Classification Code Number)

 

33-0968580

(I.R.S. Employer

Identification Number)

3020 Old Ranch Parkway, Suite 200

Seal Beach, CA 90740

(562) 493-2804

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Andrew J. Littlefair

President and Chief Executive Officer

Clean Energy Fuels Corp.

3020 Old Ranch Parkway, Suite 200

Seal Beach, CA 90740

(562) 493-2804

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

John J. Hentrich, Esq.

James J. Slaby, Esq.

Ethan D. Feffer, Esq.

Sheppard, Mullin, Richter & Hampton LLP

12275 El Camino Real, Suite 200

San Diego, CA 92130

(858) 720-8900

 

Stephen A. Massad, Esq.

Felix P. Phillips, Esq.

Baker Botts L.L.P.

One Shell Plaza

910 Louisiana Street

Houston, TX 77002-4995

(713) 229-1234


Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     o
        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

CALCULATION OF REGISTRATION FEE



Title of Each Class of

Securities to be Registered



 

Proposed Maximum

Aggregate

Offering Price (1)



 

Amount of

Registration Fee





Common Stock, par value $0.0001 per share

 

$391,000,000

 

$33,942 (2)



(1)

Estimated solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) under the Securities Act of 1933. Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any.

(2)

In connection with the initial filing on Form S-1 on September 6, 2006, the registrant paid a filing fee of $30,763 with respect to the registration of an offering of shares of its common stock with a proposed maximum aggregate offering price of $287,500,000. In connection with the filing of Amendment No. 1 on March 27, 2007, the registrant paid a filing fee of $1,766, representing the additional filing fee payable with respect to an increase of $57,500,000 to the proposed maximum aggregate offering price. Concurrent with the filing of this Amendment No. 2, the registrant has transmitted $1,413, representing the additional filing fee payable with respect to the increase of $46,000,000 to the proposed maximum aggregate offering price.

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED MAY 4, 2007
The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

 

Clean Energy

Fuels Corp.
20,000,000 Shares

of Common Stock




This is our initial public offering and no public market currently exists for our shares. Clean Energy Fuels Corp. is selling 10,000,000 shares of common stock, and the selling stockholders identified in this prospectus are selling an additional 10,000,000 shares. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. We expect that the initial public offering price will be between $13.00 and $17.00 per share.


 


 


THE OFFERING


 


 


PER SHARE


 


 


TOTAL


 


 



 

 


Initial Public Offering Price


 


$


 


 


$


 


 


 


Underwriting Discount


 


$


 


 


$


 


 


 


Proceeds to Clean Energy Fuels Corp.


 


$


 


 


$


 


 


 


Proceeds to Selling Stockholders


 


$


 


 


$


 


 


 


Selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to 3,000,000 additional shares of common stock to cover over-allotments, if any.


 


 


Proposed NASDAQ Global Market Symbol: CLNE


 


 


OpenIPO®: The method of distribution being used by the underwriters in this offering differs somewhat from that traditionally employed in firm commitment underwritten public offerings. In particular, the public offering price and allocation of shares will be determined primarily by an auction process conducted by the underwriters and other securities dealers participating in this offering. The minimum size for any bid in the auction is 100 shares. A more detailed description of this process, known as an OpenIPO, is included in "Plan of Distribution" beginning on page 108.


 


 




Investing in our stock involves a high degree of risk.

See "Risk Factors" beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.



 

 

Simmons & Company

International


Susquehanna Financial Group, LLLP

 

National Bank Financial


The date of this prospectus is                          , 2007

The Natural Gas Vehicle Advantage



 


 


The Market for Natural Gas

as an Alternative Fuel

Natural gas fuels are well suited for use

by vehicle fleets which consume large

amounts of fuel and refuel at centralized

locations.
Cheaper

Natural gas vehicle fuels are cheaper

than gasoline and diesel.
Cleaner

Use of natural gas as a vehicle fuel

creates less pollution than use of gasoline

or diesel.
Domestic

In 2006, an estimated 98% of the natural gas

consumed in the United States was supplied

from the United States and Canada.









TABLE OF CONTENTS


Prospectus Summary

 

1

Risk Factors

 

7

Special Note Regarding Forward-Looking Statements

 

20

Use of Proceeds

 

21

Dividend Policy

 

21

Capitalization

 

22

Dilution

 

23

Selected Historical Consolidated Financial Data

 

25

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

28

Business

 

52

Management

 

75

Compensation Discussion and Analysis

 

81

Compensation of Directors and Executive Officers

 

85

Certain Relationships and Related Party Transactions

 

96

Principal and Selling Stockholders

 

99

Description of Capital Stock

 

102

Shares Eligible for Future Sale

 

106

Plan of Distribution

 

108

Legal Matters

 

120

Experts

 

121

Where You Can Find More Information

 

121

Glossary of Key Terms

 

A-1


              You should rely only on the information in this prospectus. We and the selling stockholders have not authorized anyone to provide you with different information. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our stock only in jurisdictions where offers and sales are permitted. You should assume that the information in this prospectus is only accurate as of the date of this prospectus. Our business and financial condition may have changed since that date.





PROSPECTUS SUMMARY
              This summary should be read together with the more detailed information in this prospectus regarding our company and the stock being sold in this offering. This summary provides an overview and does not contain all the information you should consider before investing in our stock. Please read the entire prospectus carefully, including "Risk Factors" beginning on page 7 and the "Glossary of Key Terms" beginning on page A-1.
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