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File
No. ________________
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
CTI
INDUSTRIES CORPORATION
(Exact
name of registrant as specified in its charter)
Illinois
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36-2848943
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification Number)
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22160
North Pepper Road
Barrington,
Illinois 60010
(847)
382-1000
(Address,
including zip code, and telephone number, including area code of registrant's
principal executive offices)
CTI
INDUSTRIES CORPORATION 2007 STOCK INCENTIVE PLAN
(Full
title of the Plan)
Stephen
M. Merrick
Chief
Financial Officer
CTI
Industries Corporation
22160
North Pepper Road
Barrington,
Illinois 60010
(Name
and Address of Agent for Service)
Phone:
(847) 382-1000
Fax:
(847) 382-1219
(Telephone
Number, Including Area Code, of Agent for Service)
WITH
COPIES TO:
Jonathan
K. Miller, Esq.
Vanasco
Genelly & Miller
33
N. LaSalle Street, Suite 2200
Chicago,
Illinois 60602
(312)
786-5100
CALCULATION
OF REGISTRATION FEE
Amount
to be Registered
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Proposed
Maximum Offering
Price
Per Share
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Proposed
Maximum Aggregate
Offering
Price
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Amount
of
Registration
Fee
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150,000(1)
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$4.25(2)
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$637,500.00
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$19.57
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(1)
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Represents
shares of common stock available for issuance pursuant to the CTI
Industries Corporation 2007 Stock Incentive Plan.
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(2)
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Calculated
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933
based
on the average of the high and low sales prices of CTI Industries
Corporation common stock as reported on the NASDAQ Small Cap Market
on
August 16, 2007.
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PART
I
EXPLANATORY
NOTE
This
Registration Statement covers 150,000 shares of common stock (the “Shares”)
issuable pursuant to the 2007 Stock Incentive Plan of CTI Industries Corporation
(the “Plan”). The maximum cumulative number of shares issuable under the Plan is
150,000.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
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Incorporation
of Documents by Reference.
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The
following documents filed with the Securities and Exchange Commission are hereby
incorporated by reference:
(a) The
Annual Report of the Company on Form 10-K for the fiscal year ended December
31,
2006;
(b) The
Quarterly Reports of the Company on Form 10-Q for the fiscal quarters ended
March 31, 2007 and June 30, 2007;
(c) The
Definitive Proxy Statement of the Company dated April 30, 2007, for the Annual
Meeting of Shareholders held on June 22, 2007.
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 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
hereof from the date of filing such documents.
4.1
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Articles of
Incorporation of CTI Industries
Corporation
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4.2
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By-Laws
of CTI Industries Corporation
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4.3
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CTI
Industries Corporation 2007 Stock Incentive
Plan
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5.1
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Opinion
of Vanasco Genelly & Miller, PC
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23.1
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Consent
of Vanasco Genelly & Miller, PC (included
in Exhibit 5.1)
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23.2
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Consent
of Weiser, LLP, Independent Auditors of CTI Industries
Corporation
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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
Barrington, State of Illinois, on August 21, 2007.
CTI
INDUSTRIES CORPORATION
By: /s/
Howard W. Schwan
Howard
W.
Schwan, President
By: /s/
Stephen M. Merrick
Stephen
M. Merrick, Executive Vice
President,
Chief Financial Officer and Secretary