fs82013_sionix.htm
As filed with the Securities and Exchange Commission on January 31, 2013
Registration No. 333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________

 
Sionix Corporation
  
 
(Exact name of registrant as specified in its charter)
  
 
 
Nevada
  
87-0428526
  
 
(State or other jurisdiction of
incorporation or organization)
  
(IRS Employer
Identification No.)
  

914 Westwood Boulevard, Box 801
Los Angeles, California
  
90024
(Address of principal executive offices)
  
(Zip Code)
  
Sionix Corporation 2011 Equity Incentive Plan
(Full title of the plan)

Kenneth Calligar
Interim Chief Executive Officer
Sionix Corporation
914 Westwood Boulevard, Box 801
Los Angeles, California 90024
(Name and address of agent for service)
 
(704) 971-8400
(Telephone number, including area code, of agent for service)
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities to be Registered
    
Amount to
be
Registered (1)
    
  Proposed Maximum Offering Price
Per Share (2)
    
Proposed Maximum Aggregate Offering
Price
    
  Amount of
Registration Fee
             
  
    
 
      
  
Common Stock, $0.001 par value
      
10,000,000
     $ 
 0.01
     $
100,000
     $ 
13.64

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover such indeterminate number of additional shares of the registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the registrant’s outstanding shares to be offered pursuant to the applicable plan described herein.
 
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended, based on the average of the closing bid and asked prices for the registrant’s common stock as reported on the OTC Bulletin Board on January 29, 2013.
 
 
 
 
 
GENERAL INSTRUCTION E INFORMATION

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 20, 2011 (File No. 333-175009) is hereby incorporated by reference.

PART II

Information Required in the Registration Statement

Item 5. Interests of Named Experts and Counsel.

Richardson & Patel LLP has rendered an opinion relating to the issuance of the common stock being registered.  Richardson & Patel LLP and its principals have accepted shares of the Registrant’s common stock in exchange for services rendered to the Registrant in the past and, although the law firm and its principals are under no obligation to do so, they may continue to accept the Registrant’s common stock for services rendered by them. As of the date of this registration statement, Richardson & Patel LLP and its principals collectively own 6,764,600 shares of the Registrant’s common stock and warrants to purchase up to 1,041,000 shares of our common stock.

Item 8. Exhibits.

No.
  
Description of Exhibit
     
5.1
  
Opinion of Richardson & Patel LLP
     
10.1
  
Amendment to Sionix Corporation 2011 Equity Incentive Plan
     
23.1
  
Consent of Kabani & Company, Inc.
     
23.2
  
Consent of Richardson & Patel LLP (filed as part of Exhibit 5.1)
 
 
2
 
 
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 Los Angeles, State of California on the 31st day of January, 2013.
 
 
SIONIX CORPORATION
  
       
 
By:
/s/ Kenneth Calligar
  
   
Kenneth Calligar
  
   
Interim Chief Executive Officer
  
       
 
By:
/s/ David R. Wells
  
   
David R. Wells
  
   
President and Chief Financial Officer
  

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated:

Signature
  
Title
  
Date
         
/s/ Kenneth Calligar
  
Interim Chief Executive Officer (Principal Executive Officer) and Director
  
January 31, 2013
Kenneth Calligar
      
         
/s/ David R. Wells
  
President, Chief Financial Officer (Principal Financial Officer) and Director
  
January 31, 2013
David R. Wells
      
         
/s/ James W. Alexander
  
Director
  
January 31, 2013
James W. Alexander
        
 
/s/ Dr. Henry Sullivan
  
Director
  
January 31, 2013
Dr. Henry Sullivan
        

 
3