As filed with the Securities and Exchange Commission on September 24, 2012
                                                 Registration No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_______________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMP HOLDING INC.
 (Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or Other Jurisdiction of Incorporation or Organization)
 
26-1394771
(I.R.S.  Employer Identification No.)

100 Commerce Drive
  
Loveland, Ohio
45140
(Address of Principal Executive Offices)
(Zip Code)


AMP Holding Inc.
2012 Incentive Stock Plan
(Full Title of the Plan)
 
Stephen Burns, Chief Executive Officer
100 Commerce Drive
Loveland, Ohio
(Name and Address of Agent For Service)
 
513-360-4704
(Telephone Number, Including Area Code, of Agent For Service)

Copies to :
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite #206
Rockville Centre, New York 11570
(T) 516-833-5034
(F) 516-977-1209
 
Indicate by check mark whether 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. (Check one):
 
 
Large accelerated filer
  o
Accelerated Filer
  o
 
Non-accelerated filer
  o
Smaller reporting company
  x




 
1
 
 
 

 
 
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 (2)
    
Amount Of Registration Fee (2)
  
Common Stock, $.001 par value per share
  
3,000,000 shares
  
$
0.15
    
$
450,000
    
$
51.57
  
 
(1)  
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock attributable to these registered shares which become issuable under the 2012 Incentive Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock .

(2)  
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933.  The above calculation is based on the last reported price as reported on the Over the Counter Bulletin Board on September 19, 2012, which was $.15 per share.

 


 
 
2
 
 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  
Plan Information.
 
The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
Item 2.  
Registrant Information and Employee Plan Annual Information.
 
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

Stephen Burns
Chief Executive Officer
AMP Holding Inc.
100 Commerce Drive
Loveland, Ohio 45140
513-360-4704

 

 
 
 
3
 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. 
Incorporation of Documents by Reference.
 
The following documents which have been filed by AMP Holding Inc., a Nevada corporation (the “Registrant”), with the Commission are incorporated into this Registration Statement by reference:

 
(a)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 4, 2012;

 
(b)
The Form 10-Q Quarterly Report for the quarterly period ended June 30, 2012, filed with the Commission on August 14, 2012;

 
(c)
The Form 8-K Current Report filed with the Commission on August 24, 2012; and

 
(d)
The Form 8-K Current Report filed with the Commission on August 30, 2012.
 
All documents subsequently filed by the Registrant with the Commission 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 in this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.  Any statement contained herein or 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 that also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. 
Description of Securities.
 
The authorized capital stock of the Company consists of 250,000,000 shares of common stock, par value $0.001 per share.  All outstanding shares of Common Stock are, and the shares to be issued as contemplated herein will be, fully paid and nonassessable.  As a class, holders of the common stock are entitled to one vote per share in all matters to be voted upon by the stockholders. Holders of common stock are not entitled to cumulative voting rights with respect to the election of directors. Holders of common stock are entitled to receive such dividends when and as declared by the Board of Directors out of the surplus or net profits of the Company legally available therefore, equally, on a share for share basis. The Company does not anticipate paying dividends in the near future. In the event of a liquidation, dissolution or winding-up of the Company, the holders of common stock are entitled to share equally, on a share for share basis, in all assets remaining after payment of liabilities, subject to the prior distribution rights of any other classes or series of capital stock then outstanding.  The common stock has no preemptive rights and is neither redeemable nor convertible, and there are no sinking fund provisions.
 
 
 
 
 
4
 


 
Item 5.  
Interests of Named Experts and Counsel.
 
Not Applicable.

Item 6.  
Indemnification of Directors and Officers.
 
Chapter 78 of the Nevada  Revised Statutes authorizes us to indemnify any director or officer under prescribed  circumstances and subject to certain  limitations  against certain costs and expenses,  including  attorneys' fees actually and  reasonably  incurred in connection  with any action,  suit or proceedings, whether civil, criminal,  administrative or investigative, to which such person is a party by reason of being one of our directors or officers if it is determined that the person acted in accordance  with the applicable  standard of conduct set forth in such statutory provisions.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,  officers and controlling  persons of Registrant  pursuant to the foregoing  provisions,  or  otherwise,  we have been advised that, in the opinion of the  Securities  and Exchange  Commission,  such indemnification  is  against  public  policy  as  expressed  in such Act and is, therefore, unenforceable.
 
Item 7. 
Exemption from Registration Claimed
 
Not applicable.
 
Item 8.  
Exhibits.
 
Exhibit Number
  
Description
 
     
 
     
 
     
23.3
  
Consent of Fleming PLLC (see Exhibit 5.1)
     
24.1
  
Power of Attorney (included in signature page)
     
 
 
 
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 Item 9.    Undertakings .

(a)  
The undersigned Registrant hereby undertakes:

 
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
i
To include any prospectus required by section 10(a)(3) of the Securities Act;
     
 
ii
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
     
 
iii
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 

 
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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 Loveland, State of Ohio, on this 24th day of September, 2012.
  
 
AMP HOLDING INC.
  
       
 
By:
/s/ Stephen Burns
  
   
Stephen Burns
  
 
 
 
 
 
 By:
Chief Executive Officer, Chairman
(Principal Executive Officer)
 
 
/s/ Richard Calme
  
   
Richard Calme
  
   
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
  
 Each person whose signature appears below constitutes and appoints Stephen Burns, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, in connection with the Registrant’s Registration Statement on Form S-8 under the Securities Act of 1933, including to sign any and all amendments (including post-effective amendments or supplements) 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 and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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
         
         
By: /s/ Stephen Burns
Stephen Burns
  
Chief Executive Officer, Secretary, Treasurer and Director (Principal Executive Officer)
 
 
 
  
September 24, 2012
 
         
By: /s/ Martin J. Rucidlo      
Martin J. Rucidlo
   President   September 24, 2012
         
         
By: /s/ Richard Calme
Richard Calme
   Interim Chief Financial Officer (Principal Financial and Accounting Officer)   September 24, 2012
         
       
 
By:  /s/ James E. Taylor
James E. Taylor
   Chairman of the Board of Directors   September 24, 2012
 
 
 
7
 
 
 
Exhibit Index
 
Exhibit Number
  
Description
 
     
 
     
 
     
23.3
  
Consent of Fleming PLLC (see Exhibit 5.1)
     
24.1
  
Power of Attorney (included in signature page)


  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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