S-8

As filed with the Securities and Exchange Commission on August 1, 2013

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

BROADWIND ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	88-0409160
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

3240 S. Central Avenue

Cicero, IL 60804(Address of principal executive offices)

Broadwind Energy, Inc.
Broadwind Energy, Inc. Employees’ 401(k) Plan

 (Full title of the plan)

David W. Fell
General Counsel and Secretary
Broadwind Energy, Inc.
3240 S. Central Avenue

Cicero, IL 60804
(708) 780-4800

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Robert L. Verigan

Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

(312) 853-7000

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 (Check one):

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

CALCULATION OF REGISTRATION FEE

Title of securities to be registered (1)	Amount to be registered (2)	Proposed maximum offering price per share (3)		Proposed maximum aggregate offering price (3)		Amount of registration fee
Common stock, par value $0.001 per share	200,000 shares	$	4.59	$	918,000	$	125.22
Series A Junior Participating Preferred Share Purchase Rights	(4)	(4)		(4)		(4)

(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Broadwind Energy, Inc. Employees’ 401(k) Plan (the “Plan”).

(2)Represents shares of common stock underlying the Plan. Pursuant to Rule 416 of the Securities Act, this registration statement shall also cover any additional shares of common stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected which results in an increase in the number of outstanding shares of common stock issuable pursuant to awards granted under the Plan.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act, using the average of the high and low prices as reported on the Nasdaq Global Select Market on July 31, 2013.

(4)The Series A Junior Participating Preferred Share Purchase Rights are initially carried with the shares of common stock. The value attributable to such rights, if any, is reflected in the market price of the shares of common stock.

EXPLANATORY NOTE

Broadwind Energy, Inc. (the “Company”) filed a registration statement on Form S-8 on June 5, 2012 (Reg. No. 333-181901) (the “Previous Registration Statement”), relating to the registration of 300,000 shares of common stock (after giving effect to a 1 for 10 reverse stock split effective on August 22, 2012), par value $0.001 per share (“Common Stock”), of the Company in connection with the Broadwind Energy, Inc. Employees’ 401(k) Plan (the “Plan”).

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the “Registration Statement”) registers an additional 200,000 shares of Common Stock which may be acquired pursuant to the Plan.

The contents of the Previous Registration Statement are hereby incorporated by reference pursuant to General Instruction E of Form S-8, except for Items 3 and 8, which are being updated by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)The Company’s Annual Report on Form 10-K for the year ended December 31, 2012, including those sections incorporated by reference from the Company’s Definitive Proxy Statement on Schedule 14A filed March 22, 2013;

(b)The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013 and June 30, 2013;

(c)The Company’s Current Reports on Form 8-K filed January 15, 2013, February 13, 2013, April 22, 2013 and May 3, 2013;

(d)The description of the Common Stock contained in the Company’s registration statement on Form 8-A filed with the Commission on April 8, 2009 (File No. 001-34278)  pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment thereto or report filed for the purpose of updating such description; and

(e)The description of the Company’s Series A Junior Participating Preferred Share Purchase Rights contained in the Company’s registration statement on Form 8-A filed with the Commission on February 13, 2013 (File No. 001-34278)  pursuant to Section 12 of the Exchange Act, including any amendment thereto or report filed for the purpose of updating such description.

In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that 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 into this Registration Statement and to be a part hereof from the date of filing of such documents (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with Commission rules).

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

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extent that a statement contained herein or in any other subsequently filed document which is also incorporated by reference herein modifies or supersedes such statement.  Any such statement 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.

The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Cicero, State of Illinois, on this 1st day of August, 2013.

BROADWIND ENERGY, INC.
By:	/s/ Peter C. Duprey
	Name:	Peter C. Duprey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David W. Fell and Peter C. Duprey, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering which this registration statement relates), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact agents, and each of them, 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 attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Capacity	Date
/s/ Peter C. Duprey	President, Chief Executive Officer and Director	August 1, 2013
Peter C. Duprey	(Principal Executive Officer)
/s/ Stephanie K. Kushner	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 1, 2013
Stephanie K. Kushner
/s/ Robert Rogowski	Vice President and Corporate Controller (Principal Accounting	August 1, 2013
Robert Rogowski	Officer)
/s/ David P. Reiland	Chairman of the Board	August 1, 2013
David P. Reiland
/s/ Charles H. Beynon	Director	August 1, 2013
Charles H. Beynon
/s/ William T. Fejes, Jr.	Director	August 1, 2013
William T. Fejes, Jr.
/s/ Terence P. Fox	Director	August 1, 2013
Terence P. Fox
/s/ Thomas A. Wagner	Director	August 1, 2013
Thomas A. Wagner

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Pursuant to the requirements of the Securities Act of 1933, the trustee has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Cicero, State of Illinois, on this 1st day of August, 2013.

BROADWIND ENERGY, INC. EMPLOYEES’ 401(K) PLAN
By:	/s/ Julie Nass
	Name: Julie Nass
	Title: Plan Administrator

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
4.1	Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008)
4.2	Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 23, 2012)
4.3	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 5, 2010)
4.4	Section 382 Rights Agreement, dated as of February 12, 2013, by and between the Company and Wells Fargo Bank, National Association, as rights agent (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 22, 2013)
*5.1	Opinion of Sidley Austin LLP
*23.1	Consent of Sidley Austin LLP (included in its opinion filed as Exhibit 5.1)
*23.2	Consent of Grant Thornton LLP
24.1	Powers of Attorney (contained in the signature page to this registration statement)

*  Filed herewith.

In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5)(ii) of Regulation S-K with respect to the Plan, the Company hereby undertakes that it has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

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EX-5.1

Exhibit 5.1

	SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX	BEIJING BOSTON BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA	HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO	SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.
		FOUNDED 1866

August 1, 2013

Broadwind Energy, Inc.

3240 S. Central Avenue

Cicero, IL 60804

Re:200,000 Shares of Common Stock, par value $0.001 per share

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Broadwind Energy, Inc., a Delaware corporation  (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 200,000 shares of Common Stock, $0.001 par value per share (the “Registered Shares”), of the Company, which may be issued under the Broadwind Energy, Inc. Employees’ 401(k) Plan (the “Plan”), and the Series A Junior Participating Preferred Share Purchase Rights of the Company associated therewith (the “Registered Rights”). The terms of the Registered Rights are set forth in the Section 382 Rights Agreement, dated as of February 12, 2013 (the “Rights Agreement”), between the Company and Wells Fargo Bank, National Association, as Rights Agent.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Registration Statement, the Company’s certificate of incorporation, the Plan, the Rights Agreement and the resolutions adopted by the Board of Directors of the Company (the “Board”) relating to the Registration Statement and the Plan.  We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter.  We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts  relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

Based on the foregoing, we are of the opinion that:

1.Each Registered Share that is newly issued pursuant to the Plan will be validly issued, fully paid and non-assessable when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) the issuance of such Registered Share shall have been duly and validly approved by the Board; (iii) such Registered Share shall have been duly issued and delivered in accordance with the Plan; and (iv) certificates representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor in an amount not less than the par value thereof or, if any Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor in an amount not less than the par value thereof, all in accordance with the Plan.

2.The Registered Right associated with each Registered Share that is newly issued pursuant to the Plan will be validly issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act, (ii) such associated Registered Share shall have been duly issued as set forth in paragraph 1 above, and (iii) such Registered Right shall have been duly issued in accordance with the terms of the Rights Agreement.

In rendering the opinion in paragraph 2 above, we have also assumed that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent and that the members of the Board have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting the Rights Agreement.  Such opinion does not address the determination a court of competent jurisdiction may make regarding whether the Board may be required to redeem or terminate, or take other action with respect to, the Rights in the future based on the facts and circumstances then existing.  Such opinion addresses corporate procedures in connection with the issuance of the Rights associated with the Registered Shares, and not any particular provision of the Rights or the Rights Agreement.  We note that it is not settled whether the invalidity of any particular provision of a rights agreement or purchase rights issued thereunder would invalidate such rights in their entirety.

This opinion letter is limited to the General Corporation Law of the State of Delaware.  We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

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We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Sidley Austin LLP

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EX-23.2

Exhibit 23.2

	Grant Thornton LLP
	175 W Jackson Boulevard, 20th Floor
	Chicago, IL 60604-2687
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	T 312.856.0200
	F 312.565.4719
	GrantThornton.com
	linkd.in/GrantThorntonUS
	twitter.com/GrantThorntonUS

We have issued our report dated February 27, 2013, with respect to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2012, of Broadwind Energy, Inc., which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.

/s/ GRANT THORNTON LLP

Chicago, Illinois

August 1, 2013

Grant Thornton LLP

U.S. member firm of Grant Thornton International Ltd