S-8

As filed with the Securities and Exchange Commission on April 1, 2011 Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

CONVERTED ORGANICS INC.

(Exact name of registrant as specified in its charter)

Delaware	20-4075963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

137A Lewis Wharf
Boston, MA 02110
(Address, including zip code, of registrant’s principal executive offices)

CONVERTED ORGANICS INC. 2010 OMNIBUS STOCK COMPENSATION PLAN
(Full title of the plans)

Edward J. Gildea
137A Lewis Wharf
Boston, MA 02110
(617) 624-0111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Ralph De Martino, Esq.
Cavas S. Pavri, Esq.
Cozen O’Connor
1900 Market Street
Philadelphia, PA 19103

Professional Corporation
(215) 665-5542
Facsimile: (215) 701-2478

     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.

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

Calculation of Registration Fee

		Proposed Maximum		Proposed Maximum
Title of each Class of	Amount being	Offering Price Per		Aggregate Offering		Amount of
Security being Registered	Registered (1)	Security (3)		Price (3)		Registration Fee
Common Stock, $0.001 par value	11,968,911 (2)	$	0.34	$	4,069,429.74	$	472.46

(1)	The number of shares being registered represents the aggregate number of shares of common stock of Converted Organics Inc. issuable under Converted Organics Inc. 2010 Omnibus Stock Compensation Plan (the “2010 Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of Converted Organics Inc. common stock that may be granted under the 2010 Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Represents 11,968,911 additional shares of common stock available for issuance under the 2010 Plan. This amount represents the shares by which the 2010 Plan automatically increased on January 1, 2011 pursuant to the evergreen provision therein.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low prices as reported on the NASDAQ Capital Market on March 29, 2011, which was $0.34 per share.

PART I

INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS

     Documents containing the information required by Part I of this Registration Statement will be sent or given to participants in the Converted Organics Inc. 2010 Omnibus Stock Compensation Plan (the “2010 Plan”) in accordance with Rule 428(b)(1) of the General Rules and Regulations under the Securities Act of 1933, as amended (the “1933 Act”). These document(s) and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the 1933 Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The registrant filed with the Commission the following Registration Statement on Form S-8 relating to shares of the registrant’s common stock, par value $0.001 per share (the “Common Stock”), to be offered and sold under the 2010 Plan, and, pursuant to General Instruction E of Form S-8, the contents of such prior Registration Statement on Form S-8 filed July 30, 2010 (File No. 333-168430) are incorporated by reference in this Registration Statement to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein.

     The registrant is hereby registering an additional 11,968,911 shares of Common Stock issuable under the 2010 Plan, bringing the total number of shares registered for purchase under the Plan to 15,426,958 shares.

Item 8. Exhibits.

Exhibit
Number		Description
	3.1	Amendment to Certificate of Incorporation (incorporated by reference to Annex B to our Definitive Schedule 14A filed March 5, 2008)
	3.2	Registrant’s Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 filed September 15, 2009)
	3.3	Registrant’s Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 30, 2010)
	3.4	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed June 6, 2008)
	3.5	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, dated October 18, 2010 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed October 19, 2010)
	4.1	Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 to our Form SB-2/A filed January 25, 2007)
	4.2	Form of Class B Warrant (incorporated by reference to Exhibit B to Exhibit 4.5 on Post-Effective Amendment No. 1 to our Registration Statement on Form SB-2 filed February 20, 2007)
	4.3	Class A and Class B Warrant Agreement between the Registrant and Computershare Shareholder Services, Inc. and Computershare Trust Company N.A., dated February 16, 2007 (incorporated by reference to Exhibit 4.5 on Post-Effective Amendment No. 1 to our Registration Statement on Form SB-2 filed February 20, 2007)

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Exhibit
Number		Description
	4.4	Form of Representative’s Purchase Warrant issued in IPO (incorporated by reference to Exhibit 4.6 to our Registration Statement on Form SB-2 filed June 21, 2006)
	4.5	Form of Class C Warrant (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed May 13, 2009)
	4.6	Form of Class D Warrant (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed May 13, 2009)
	4.7	Form of Class E Warrant (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed May 20, 2009 and to Exhibit 10.1 to our current report on Form 8-K filed May 27, 2009)
	4.8	Form of Class F Warrant (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed July 16, 2009)
	4.9	Form of Class G Warrant (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed September 14, 2009)
	4.10	Form of Class H Warrant (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed November 16, 2009)
	4.11	Secured Convertible Promissory Note dated September 14, 2009 payable to Iroquois Master Fund Ltd. (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed September 14, 2009)
	4.12	Class H Warrant Agreement between the Registrant and Computershare Trust Company N.A., dated October 20, 2009 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed on October 21, 2009)
	4.13	Form of Representative’s Purchase Option issued in October 2009 Offering (incorporated by reference to Exhibit 4.15 to our Form S-1 filed October 14, 2009)
	4.14	Form of Iroquois Master Fund Ltd. Warrant dated April 20, 2010 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed April 21, 2010)
	4.15	Form of convertible note issued in December 17, 2010 offering (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed December 17, 2010)
	4.16	Form of Series A Warrant issued in December 17, 2010 offering (incorporated by reference to Exhibit 4.2 to our current report on Form 8-K filed December 17, 2010)
	4.17	Form of Series B Warrant issued in December 17, 2010 offering (incorporated by reference to Exhibit 4.3 to our current report on Form 8-K filed December 17, 2010)
	4.15	Form of Series C Warrant issued in December 17, 2010 offering (incorporated by reference to Exhibit 4.4 to our current report on Form 8-K filed December 17, 2010)
	5	Opinion of Cozen O’Connor
	23.1	Consent of CCR LLP
	23.2	Consent of Cozen O’Connor (included in Exhibit 5)
	24	Power of Attorney (included on signature page)

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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 Boston, Commonwealth of Massachusetts, on April 1, 2011.

CONVERTED ORGANICS INC.
By:	/s/ Edward J. Gildea
	Name:	Edward J. Gildea
	Title:	President, Chief Executive Officer, and Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward J. Gildea, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and 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 might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact 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
/S/ Edward J. Gildea Edward J. Gildea	Chairman, President and Chief Executive Officer	April 1, 2011
/s/ David R. Allen David R. Allen	Chief Financial Officer, Chief Accounting Officer, Executive Vice President of Administration	April 1, 2011
/s/ Robert E. Cell Robert E. Cell	Director	April 1, 2011
/s/ John P. DeVillars John P. DeVillars	Director	April 1, 2011
/s/ Edward A. Stoltenberg Edward A. Stoltenberg	Director	April 1, 2011
/s/ Marshall Sterman Marshall Sterman	Director	April 1, 2011

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EXHIBIT INDEX

Exhibit
Number		Description
	3.1	Amendment to Certificate of Incorporation (incorporated by reference to Annex B to our Definitive Schedule 14A filed March 5, 2008)
	3.2	Registrant’s Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 filed September 15, 2009)
	3.3	Registrant’s Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 30, 2010)
	3.4	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed June 6, 2008)
	3.5	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, dated October 18, 2010 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed October 19, 2010)
	4.1	Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 to our Form SB-2/A filed January 25, 2007)
	4.2	Form of Class B Warrant (incorporated by reference to Exhibit B to Exhibit 4.5 on Post-Effective Amendment No. 1 to our Registration Statement on Form SB-2 filed February 20, 2007)
	4.3	Class A and Class B Warrant Agreement between the Registrant and Computershare Shareholder Services, Inc. and Computershare Trust Company N.A., dated February 16, 2007 (incorporated by reference to Exhibit 4.5 on Post-Effective Amendment No. 1 to our Registration Statement on Form SB-2 filed February 20, 2007)
	4.4	Form of Representative’s Purchase Warrant issued in IPO (incorporated by reference to Exhibit 4.6 to our Registration Statement on Form SB-2 filed June 21, 2006)
	4.5	Form of Class C Warrant (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed May 13, 2009)
	4.6	Form of Class D Warrant (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed May 13, 2009)
	4.7	Form of Class E Warrant (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed May 20, 2009 and to Exhibit 10.1 to our current report on Form 8-K filed May 27, 2009)
	4.8	Form of Class F Warrant (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed July 16, 2009)
	4.9	Form of Class G Warrant (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed September 14, 2009)
	4.10	Form of Class H Warrant (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q filed November 16, 2009)
	4.11	Secured Convertible Promissory Note dated September 14, 2009 payable to Iroquois Master Fund Ltd. (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed September 14, 2009)
	4.12	Class H Warrant Agreement between the Registrant and Computershare Trust Company N.A., dated October 20, 2009 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed on October 21, 2009)

4

Exhibit
Number		Description
	4.13	Form of Representative’s Purchase Option issued in October 2009 Offering (incorporated by reference to Exhibit 4.15 to our Form S-1 filed October 14, 2009)
	4.14	Form of Iroquois Master Fund Ltd. Warrant dated April 20, 2010 (incorporated by reference to Exhibit 4.1 to our Form 8-K filed April 21, 2010)
	4.15	Form of convertible note issued in December 17, 2010 offering (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed December 17, 2010)
	4.16	Form of Series A Warrant issued in December 17, 2010 offering (incorporated by reference to Exhibit 4.2 to our current report on Form 8-K filed December 17, 2010)
	4.17	Form of Series B Warrant issued in December 17, 2010 offering (incorporated by reference to Exhibit 4.3 to our current report on Form 8-K filed December 17, 2010)
	4.15	Form of Series C Warrant issued in December 17, 2010 offering (incorporated by reference to Exhibit 4.4 to our current report on Form 8-K filed December 17, 2010)
	5	Opinion of Cozen O’Connor
	23.1	Consent of CCR LLP
	23.2	Consent of Cozen O’Connor (included in Exhibit 5)
	24	Power of Attorney (included on signature page)

5

EX-5

Exhibit 5

April 1, 2011

Converted Organics Inc.
137A Lewis Wharf
Boston, MA 02110

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to Converted Organics Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”), registering a total of 11,968,911shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable pursuant to the Converted Organics Inc. 2010 Omnibus Stock Compensation Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.

     In rendering this opinion, we have examined: (i) the Certificate of Incorporation and By-laws of the Company, each as presently in effect; (ii) resolutions of the Company’s Board of Directors or committees thereof, (iii) the Registration Statement; and (iv) such certificates and other documents as we have deemed appropriate or necessary as a basis for the opinions hereinafter expressed.

     In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and authenticity of the originals of such latter documents.

     We are opining herein only as to the General Corporation Law of the State of Delaware (including current judicial interpretations thereof), and we express no opinion with respect to any other laws.

     Subject to the foregoing, it is our opinion that, as of the date hereof, the Shares to be issued under the Plan have been duly authorized by all necessary corporate action of the Company, and, upon the issuance and delivery of, and payment for, the Shares in the manner contemplated by the Plan and assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of required payment for the Shares, if applicable, the Shares will be validly issued, fully paid and non-assessable.

     This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to 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 or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Cozen O’Connor

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Converted Organics Inc. of our report dated March 31, 2011 relating to the consolidated financial statements of Converted Organics Inc., which is incorporated by reference in such Registration Statement.

/s/ CCR LLP

Glastonbury, Connecticut
March 31, 2011