PROSPECTUS
10,501,000
Shares
PACIFIC
ETHANOL, INC.
Common
Stock
_____________________
This
a
public offering of 10,501,000 shares of our common stock, including 1,000
shares
of our common stock held directly and 10,500,000 shares of our common stock
underlying our Series A Cumulative Redeemable Convertible Preferred Stock,
or
Series A Preferred Stock. All shares are being offered by the selling
security holder identified in this prospectus. We will not receive
any of the proceeds from the sale of shares by the selling security
holder. Our common stock is quoted on the Nasdaq Global Market under
the symbol “PEIX.” On November 23, 2007, the closing sale price of
our common stock on the Nasdaq Global Market was $4.22 per share.
The
mailing address and the telephone number of our principal executive offices
are
400 Capitol Mall, Suite 2060, Sacramento, California 95814, (916)
403-2123.
_____________________
Investing
in our shares of common stock involves risks. See “Risk Factors” on
page 5 for factors you should consider before buying shares of our common
stock.
_____________________
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
accurate or complete. Any representation to the contrary is a
criminal offense.
The
date of this prospectus is November 27, 2007.
TABLE
OF CONTENTS
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Page
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Prospectus
Summary
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3
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|
Risk
Factors
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5
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Special
Note Regarding Forward-Looking Statements
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5
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Use
of Proceeds
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6
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Dividend
Policy
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6
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Selling
Security Holder
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6
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Plan
of Distribution
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8
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Incorporation
of Certain Information by Reference
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9
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|
Legal
Matters
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10
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Experts
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11
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Transfer
Agent and Registrar
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11
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Where
You Can Find Additional Information
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11
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Prospectus
Summary
To
fully understand this offering and its consequences to you, you should read
the
following summary along with the more detailed information and our consolidated
financial statements and the notes to those financial statements incorporated
by
reference in this prospectus. In this prospectus, the words “we,”
“us,” “our” and similar terms refer to Pacific Ethanol, Inc., a Delaware
corporation, together with its subsidiaries, unless the context provides
otherwise.
Pacific
Ethanol, Inc.
Our
primary goal is to become the leading marketer and producer of low carbon
renewable fuels in the Western United States.
We
produce and sell ethanol and its co-products and provide transportation,
storage
and delivery of ethanol through third-party service providers in the Western
United States, primarily in California, Nevada, Arizona, Oregon and Colorado.
We
have extensive customer relationships throughout the Western United States
and
extensive supplier relationships throughout the Western and Midwestern United
States.
Our
customers are integrated oil companies and gasoline marketers who blend ethanol
into gasoline. We supply ethanol to our customers either from our own ethanol
production facilities located within the regions we serve, or with ethanol
procured in bulk from other producers. In some cases, we have marketing
agreements with other ethanol producers to market all of the output of their
facilities. Additionally, we have customers who purchase our
co-products for animal feed.
In
October 2006, we achieved commercial operations of an ethanol production
facility with an annual production capacity of approximately 40 million gallons
located in Madera, California. In October 2006, we also acquired approximately
42% of the outstanding membership interests of Front Range Energy, LLC, or
Front
Range, which owns and operates an ethanol production facility with an
annual production capacity of approximately 50 million gallons located in
Windsor, Colorado. In September 2007, we achieved commercial operations of
our
second ethanol production facility with an annual production capacity of
approximately 40 million gallons located in Boardman, Oregon. In addition,
we
have three additional facilities at various stages of construction. We also
intend to construct or otherwise acquire additional ethanol production
facilities as financial resources and business prospects make the construction
or acquisition of these facilities advisable.
In
2006,
total annual gasoline consumption in the United States was approximately
140
billion gallons. Total annual ethanol consumption currently represents less
than
4% of annual gasoline consumption, or approximately 5.6 billion gallons of
ethanol. We believe that the domestic ethanol industry has substantial potential
for growth to reach what we estimate is an achievable level of at least 10%
of
the total annual gasoline consumption in the United States, or approximately
14
billion gallons of ethanol. In California alone, an increase in the consumption
of ethanol from California’s current level of 5.7%, or approximately 1.0 billion
gallons of ethanol per year, to at least 10% of total annual gasoline
consumption would result in consumption of approximately 700 million additional
gallons of ethanol, representing an increase in annual ethanol consumption
in
California alone of approximately 75% and an increase in annual ethanol
consumption in the entire United States of approximately 13%.
We
intend
to achieve our goal of becoming the leading marketer and producer of renewable
fuels in the Western United States in part by expanding our relationships
with
customers and third-party ethanol producers to market higher volumes of ethanol
throughout the Western United States, by expanding our relationships with
animal
feed distributors and end users to build local markets for wet distillers
grains, or WDG, the primary co-product of our ethanol production, and by
expanding the market for ethanol by continuing to work with state governments
to
encourage the adoption of policies and standards that promote ethanol as
a fuel
additive and ultimately as a primary transportation fuel. In
addition, we intend to achieve this goal in part by expanding our production
capacity to 220 million gallons of annual production capacity in 2008 and
420
million gallons of annual production capacity in 2010. We also intend to
expand
our distribution infrastructure by expanding our ability to provide
transportation, storage and related logistical services to our customers
throughout the Western United States.
Corporate
Information
Our
principal executive offices are located at 400 Capitol Mall, Suite 2060,
Sacramento, California 95814. Our telephone number is (916)
403-2123. Our Internet address is
www.pacificethanol.net. Information contained on, or that is
accessible through, our websites should not be considered to be part of this
prospectus.
The
Offering
|
Common
stock offered by the selling security holder
|
10,501,000
shares(1)
|
|
Common
stock outstanding prior to this offering
|
40,604,714
shares
|
|
Common
stock to be outstanding after this offering
|
51,104,714
shares
|
|
Use
of proceeds
|
All
proceeds of this offering will be received by the selling security
holder
for its own account. See “Use of Proceeds.”
|
|
Nasdaq
Global Market symbol
|
PEIX
|
__________
|
|
(1)
Represents 1,000 shares of common stock held directly and 10,500,000
shares of common stock underlying our Series A Preferred
Stock.
|
The
number of shares of common stock being offered by the selling security holder
assumes the immediate resale of the 1,000 shares of common stock held directly
by the selling security holder and the conversion of all shares of Series
A
Preferred Stock whose underlying shares of common stock are covered by this
prospectus in exchange for 10,500,000 shares of common stock, and the immediate
resale of all of those 10,500,000 shares of common stock. The number
of shares of common stock that will be outstanding upon the completion of
this
offering is based on the 40,604,714 shares outstanding as of November 23,
2007,
and excludes the following:
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|
·
|
1,115,761
shares of common stock remaining reserved for issuance under our
2006
Stock Incentive Plan;
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|
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|
175,000
shares of common stock remaining reserved for issuance under our
2004
Stock Option Plan, of which options to purchase 175,000 shares
were
outstanding as of that date, at a weighted average exercise price
of $7.30
per share;
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|
options
to purchase 50,000 shares of common stock outstanding as of that
date
under our Amended 1995 Incentive Stock Plan, at a weighted average
exercise price of $5.72 per share;
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723,952
shares of common stock underlying warrants outstanding as of that
date, at
a weighted average exercise price of $11.85 per share;
and
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|
any
additional shares of common stock we may issue from time to time
after
that date.
|
RISK
FACTORS
Except
for the historical information contained in this prospectus or incorporated
by
reference, this prospectus (and the information incorporated by reference
in
this prospectus) contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
discussed here or incorporated by reference. Factors that could cause
or contribute to such differences include, but are not limited to, those
discussed in the section entitled “Risk Factors” contained in our most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission, or Commission, as well as any amendments
thereto reflected in subsequent filings with the Commission, which are
incorporated herein by reference in their entirety (the “Pacific Ethanol Risk
Factors”).
Investment
in our securities involves risks. Prior to making a decision about
investing in our securities, you should consider carefully the Pacific Ethanol
Risk Factors, together with all of the other information contained or
incorporated by reference in this prospectus and any prospectus supplement,
including any additional specific risks described in any prospectus
supplement. Each of these risk factors could adversely affect our
business, operating results and financial condition, which may result in
the
loss of all or part of your investment.
Keep
these risk factors in mind when you read forward-looking statements contained
elsewhere or incorporated by reference in this prospectus and any prospectus
supplement. These statements relate to our expectations about future
events. Discussions containing forward-looking statements may be
found, among other places, in “Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” incorporated by
reference from our Annual Reports on Form 10-K and our Quarterly Reports
on Form
10-Q, as well as any amendments thereto reflected in subsequent filings with
the
Commission. These forward-looking statements are based largely on our
expectations and projections about future events and future trends affecting
our
business, and so are subject to risks and uncertainties, including the risks
and
uncertainties described below under “Special Note Regarding Forward-Looking
Statements,” that could cause actual results to differ materially from those
anticipated in the forward-looking statements.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements, including statements concerning
future conditions in the ethanol marketing and production industries, and
concerning our future business, financial condition, operating strategies,
and
operational and legal risks. We use words like “believe,” “expect,”
“may,” “will,” “could,” “seek,” “estimate,” “continue,” “anticipate,” “intend,”
“goal,” “future,” “plan” or variations of those terms and other similar
expressions, including their use in the negative, to identify forward-looking
statements. You should not place undue reliance on these
forward-looking statements, which speak only as to our expectations as of
the
date of this prospectus. These forward-looking statements are subject
to a number of risks and uncertainties, including those identified under
the
caption “Risk Factors” above, contained in any applicable prospectus supplement
and contained in our most recent Annual Report on Form 10-K and our most
recent
Quarterly Report on Form 10-Q, as well as any amendments thereto reflected
in
subsequent filings with the Commission. Although we believe that the
expectations reflected in these forward-looking statements are reasonable,
actual conditions in the ethanol marketing and production industries, and
actual
conditions and results in our business, could differ materially from those
expressed in these forward-looking statements. In addition, none of
the events anticipated in the forward-looking statements may actually
occur. Any of these different outcomes could cause the price of our
common stock to decline substantially. Except as required by law, we
undertake no duty to update any forward-looking statement after the date
of this
prospectus, either to conform any statement to reflect actual results or
to
reflect the occurrence of unanticipated events.
USE
OF PROCEEDS
We
will
not receive any of the proceeds from the sale of shares of our common stock
in
this offering. Rather, all proceeds will be received by the selling
security holder.
We
have
not declared or paid any cash dividends on our capital stock in the past,
and we
do not anticipate declaring or paying cash dividends on our common stock
in the
foreseeable future.
We
will
pay dividends on our common stock only if and when declared by our Board
of
Directors. Our Board of Directors’ ability to declare a dividend is
subject to restrictions imposed by Delaware law. In determining
whether to declare dividends, the Board of Directors will consider these
restrictions as well as our financial condition, results of operations, working
capital requirements, future prospects and other factors it considers
relevant.
SELLING
SECURITY HOLDER
Selling
Security Holder Table
This
prospectus covers the offer and sale by the selling security holder of up
to
1,000 shares of common stock held directly and an aggregate of 10,500,000
shares
of common stock underlying our Series A Preferred Stock.
We
issued
our Series A Preferred Stock on April 13, 2006 under a Purchase Agreement
dated
November 14, 2005 between us and the selling security holder. The
Purchase Agreement provided for the sale by us and the purchase by the selling
security holder of 5,250,000 shares of our Series A Preferred Stock for an
aggregate purchase price of $84 million. As part of that investment,
we also entered into a Registration Rights and Stockholders Agreement with
the
selling security holder that provides that holders of a majority of the Series
A
Preferred Stock may demand and cause us, at any time after the first anniversary
of the closing of the investment, to register on their behalf the shares
of
common stock issued or issuable upon conversion of the Series A Preferred
Stock. We are required to file a registration statement in respect of
those shares of common stock and use our best efforts to cause the registration
statement to become effective as expeditiously as practicable. The
Registration Rights and Stockholders Agreement also provides for the initial
appointment of two persons designated by the selling security holder to our
Board of Directors and the periodic nomination of two individuals by the
selling
security holder for election to our Board of Directors. The selling
security holder initially designated under those provisions, and we appointed,
Robert P. Thomas and Douglas L. Kieta as members of our Board of
Directors. Mr. Thomas is employed by the selling security holder and
resigned as a member of our Board of Directors on October 1,
2007. Mr. Kieta is unaffiliated with the selling security holder and
continues to serve as a member of our Board of Directors. The
Registration Rights and Stockholders Agreement also contains customary
representations, warranties, covenants and other terms and conditions, including
customary indemnity obligations on our part and on the part of the selling
security holder.
We
are
registering for resale the 1,000 shares of common stock held directly by
the
selling security holder as an accommodation to the selling security
holder.
The
following table sets forth, to our knowledge, certain information about the
selling security holder as of November 23, 2007, the date of the table, based
on
information furnished to us by the selling security holder. Except as
otherwise indicated above in the description of the private offering of shares
of our Series A Preferred Stock (i) the selling security holder has indicated
to
us that it is acting individually, not as a member of a group, and (ii) neither
the selling security holder nor its affiliates has held any position or office
or had any other material relationship with us in the past three
years.
Beneficial
ownership is determined in accordance with the rules of the Commission,
and
includes voting or investment power with respect to the
securities. To our knowledge, except as indicated by footnote, and
subject to community property laws where applicable, the selling security
holder
named in the table below has sole voting and investment power with respect
to
all shares of common stock shown as beneficially owned by it. Shares
of common stock underlying derivative securities, if any, that currently
are
exercisable or convertible or are scheduled to become exercisable or convertible
for or into shares of common stock within 60 days after the date of the
table
are deemed to be outstanding in calculating the percentage ownership of
each
listed person or group but are not deemed to be outstanding as to any other
person or group. Percentage of beneficial ownership is based on
40,604,714 shares of common stock outstanding as of the date of the
table. Shares shown as beneficially owned after the offering assume
that all shares being offered are sold.
The
shares of common stock being offered under this prospectus may be offered
for
sale from time to time during the period the registration statement of
which
this prospectus is a part remains effective, by or for the account of the
selling security holder described below.
|
Name
and Address of
|
|
Shares
of Common Stock
Beneficially
Owned
Prior
to Offering
|
|
|
Shares
of Common Stock
Being
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|
|
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|
Shares
of
Common
Stock
Beneficially
Owned
After
Offering
|
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|
Beneficial
Owner
|
|
Number
|
|
|
|
|
|
Percentage
|
|
|
Offered
|
|
|
|
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|
Number
|
|
|
Percentage
|
|
|
Cascade
Investment, L.L.C.
2365
Carillon Point
Kirkland,
Washington 98033
|
|
|
10,501,000
|
(1) |
|
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20.55%
|
|
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|
10,501,000
|
(1) |
|
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|
–
|
|
|
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|
_____________
|
|
(1)
|
Represents
1,000 shares of common stock held directly and 10,500,000 shares
of common
stock underlying our Series A Preferred
Stock.
|
PLAN
OF DISTRIBUTION
The
selling security holder may, from time to time, sell any or all of its shares
of
common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling security holder may use any
one or more of the following methods when selling shares:
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·
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
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·
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block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
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|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer
for its
account;
|
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·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
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·
|
privately
negotiated transactions;
|
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|
·
|
broker-dealers
may agree with the selling security holder to sell a specified
number of
such shares at a stipulated price per
share;
|
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|
·
|
a
combination of any such methods of sale;
and
|
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
The
selling security holder may also sell shares under Rule 144 under the Securities
Act of 1933, as amended, or Securities Act, if available, rather than under
this
prospectus.
Broker-dealers
engaged by the selling security holder may arrange for other brokers-dealers
to
participate in sales. Broker-dealers may receive commissions or
discounts from the selling security holder (or, if any broker-dealer acts
as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling security holder does not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved. Any profits on the resale of shares of common
stock by a broker-dealer acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. Discounts,
concessions, commissions and similar selling expenses, if any, attributable
to
the sale of shares will be borne by the selling security holder. The
selling security holder may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
if
liabilities are imposed on that person under the Securities Act.
The
selling security holder may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by it and, if
it
defaults in the performance of its secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus after we have filed a supplement to this prospectus under
Rule
424(b)(3) or other applicable provision of the Securities Act supplementing
or
amending the list of selling security holders to include the pledgee, transferee
or other successors in interest as a selling security holder under this
prospectus.
The
selling security holder also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors
in
interest will be the selling beneficial owners for purposes of this prospectus
and may sell the shares of common stock from time to time under this prospectus
after we have filed a supplement to this prospectus under Rule 424(b)(3)
or
other applicable provision of the Securities Act supplementing or amending
the
list of selling security holders to include the pledgee, transferee or other
successors in interest as selling security holders under this
prospectus.
The
selling security holder and any broker-dealers or agents that are involved
in
selling the shares of common stock may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such
event, any commissions received by such broker-dealers or agents and any
profit
on the resale of the shares of common stock purchased by them may be deemed
to
be underwriting commissions or discounts under the Securities Act.
We
are
required to pay all fees and expenses incident to the registration of the
shares
of common stock. We have agreed to indemnify the selling security
holder against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
The
selling security holder has advised us that it has not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of its shares of common stock, nor is there
an
underwriter or coordinating broker acting in connection with a proposed sale
of
shares of common stock by the selling security holder. If we are
notified by the selling security holder that any material arrangement has
been
entered into with a broker-dealer for the sale of shares of common stock,
if
required, we will file a supplement to this prospectus. If the
selling security holder uses this prospectus for any sale of the shares of
common stock, it will be subject to the prospectus delivery requirements
of the
Securities Act.
The
anti-manipulation rules of Regulation M under the Securities Exchange Act
of
1934, as amended, or Exchange Act, may apply to sales of our common stock
and
activities of the selling security holder.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
Commission allows us to incorporate by reference information we file with
it,
which means we can disclose important information to you by referring you
to
documents we have filed with the Commission. The information
incorporated by reference is considered to be a part of this
prospectus. We incorporate by reference the documents listed below
and any future filings we make with the Commission under Sections 13(a),
13(c),
14 or 15(d) of the Exchange Act prior to the termination of the offering
covered
by this prospectus:
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·
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Our
Quarterly Report on Form 10-Q for the three months ended September
30,
2007, as filed with the Commission on November 9,
2007;
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·
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Our
Current Report on Form 8-K for November 9, 2007, as filed with
the
Commission on November 9, 2007 (File No.
0-21467);
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·
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Our
Current Report on Form 8-K for October 8, 2007, as filed with the
Commission on October 12, 2007;
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·
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Our
Current Report on Form 8-K for October 1, 2007, as filed with the
Commission on October 5, 2007;
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·
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Our
Quarterly Report on Form 10-Q for the three months ended June 30,
2007, as
filed with the Commission on August 9,
2007;
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·
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Our
Current Report on Form 8-K for August 8, 2007, as filed with the
Commission on August 9, 2007;
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·
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Our
Current Report on Form 8-K for July 18, 2007, as filed with the
Commission
on July 23, 2007;
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·
|
Our
Current Report on Form 8-K for June 8, 2007, as filed with the
Commission
on June 8, 2007;
|
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·
|
Our
Quarterly Report on Form 10-Q for the three months ended March
31, 2007,
as filed with the Commission on May 10,
2007;
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·
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Our
Current Report on Form 8-K for May 4, 2007, as filed with the Commission
on May 10, 2007;
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·
|
Our
Proxy Statement for our 2007 Annual Meeting of Stockholders, as
filed with
the Commission on April 27, 2007;
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·
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Our
Amendment No. 1 to Annual Report on Form 10-K for the year ended
December
31, 2006, as filed with the Commission on April 23,
2007;
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·
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Our
Current Report on Form 8-K for April 13, 2007, as filed with the
Commission on April 13, 2007;
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·
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Our
Annual Report on Form 10-K for the year ended December 31, 2006,
as filed
with the Commission on March 12,
2007;
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·
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Our
Current Report on Form 8-K for February 27, 2007, as filed with
the
Commission on March 5, 2007;
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·
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Our
Current Report on Form 8-K/A for March 1, 2007, as filed with the
Commission on March 2, 2007;
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·
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Our
Current Report on Form 8-K for March 1, 2007, as filed with the
Commission
on March 1, 2007;
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·
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Our
Current Report on Form 8-K for January 10, 2007, as filed with
the
Commission on January 17, 2007;
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·
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Our
Current Report on Form 8-K/A for October 17, 2006, as filed with
the
Commission on January 3, 2007; and
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·
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The
description of our capital stock contained in our Current Report
on Form
8-K for June 8, 2007, as filed with the Commission on June 8, 2007,
including any amendments or reports filed for the purpose of updating
such
description.
|
Any
statement in a document incorporated or deemed to be incorporated by reference
in this prospectus is deemed to be modified or superseded to the extent that
a
statement contained in this prospectus, or in any other document we subsequently
file with the Commission, modifies or supersedes that statement. If
any statement is modified or superseded, it does not constitute a part of
this
prospectus, except as modified or superseded.
Information
that is “furnished to” the Commission shall not be deemed “filed with” the
Commission and shall not be deemed incorporated by reference into this
prospectus or the registration statement of which this prospectus is a
part.
We
will
provide to each person, including any beneficial owner, to whom a prospectus
is
delivered, a copy of any or all of the information that has been incorporated
by
reference in this prospectus but not delivered with this
prospectus. You may request a copy of these filings, at no cost, by
writing or telephoning us at the following address and phone
number:
Pacific
Ethanol, Inc.
400
Capitol Mall, Suite 2060
Sacramento,
California 95814
Attention: Secretary
Telephone:
(916) 403-2123
The
validity of the shares of common stock offered in this offering will be passed
upon for us by Rutan & Tucker, LLP, Costa Mesa, California.
The
consolidated financial statements and management’s report on the effectiveness
of internal control over financing reporting incorporated by reference in
this
Prospectus and Registration Statement have been audited by Hein & Associates
LLP, an independent registered public accounting firm, to the extent and
for the
periods indicated in their report and are incorporated by reference in reliance
upon such report and upon the authority of such Firm as experts in accounting
and auditing.
The
report of Hein & Associates, LLP dated March 7, 2007, on the effectiveness
of internal control over financial reporting as of December 31, 2006, expressed
an opinion that Pacific Ethanol, Inc. had not maintained effective internal
control over financial reporting as of December 31, 2006, based on criteria
established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
TRANSFER
AGENT AND REGISTRAR
The
transfer agent and registrar for our common stock is American Stock Transfer
& Trust Company. Its telephone number is (212)
936-5100.
We
have
filed a registration statement on Form S-3 with respect to the common stock
offered in this prospectus with the Commission in accordance with the Securities
Act, and the rules and regulations enacted under its authority. This
prospectus, which constitutes a part of the registration statement, does
not
contain all of the information included in the registration statement and
its
exhibits and schedules. Statements contained in this prospectus
regarding the contents of any document referred to in this prospectus are
not
necessarily complete, and in each instance, we refer you to the full text
of the
document which is filed as an exhibit to the registration
statement. Each statement concerning a document which is filed as an
exhibit should be read along with the entire document. For further
information regarding us and the common stock offered in this prospectus,
we
refer you to the registration statement and its exhibits and schedules, which
may be inspected without charge at the Commission’s Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. Please call the Commission at
(800) 732-0330 for further information on the Public Reference
Room.
The
Commission also maintains an Internet website that contains reports, proxy
and
information statements, and other information regarding issuers, such as
us,
that file electronically with the Commission. The Commission’s
website address is http://www.sec.gov.
PACIFIC
ETHANOL, INC.
PROSPECTUS
NOVEMBER
27, 2007
We
have not authorized any dealer, salesman or other person to give any information
or to make any representation other than those contained in this prospectus
and
any accompanying supplement to this prospectus. You must not rely
upon any information or representation not contained in this prospectus or
any
accompanying prospectus supplement. This prospectus and any
accompanying supplement to this prospectus do not constitute an offer to
sell or
the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor do this prospectus and any accompanying
supplement to this prospectus constitute an offer to sell or the solicitation
of
an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. The
information contained in this prospectus and any accompanying supplement
to this
prospectus is accurate as of the dates on their covers. When the
selling security holder delivers this prospectus or a supplement or makes
a sale
pursuant to this prospectus or a supplement, there is no implication that
the
information is current as of the date of the delivery or
sale.