<Page>

     As filed with the Securities and Exchange Commission on April 29, 2002

                                                  Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                        ROTARY POWER INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)


          DELAWARE                                          13-3632860
-------------------------------                ---------------------------------
(State or other Jurisdiction of)               (IRS Employer Identification No.)

                 P.O. Box 128, Wood-Ridge, New Jersey 07075-0128
                    (Address of principal executive offices)

                           COMPENSATION AGREEMENT WITH
                            ONE EIGHTY ASSOCIATES LLC
                            (Full title of the plan)

                                Ronald G. McKeown
                                  P.O. Box 128
                        Wood-Ridge, New Jersey 07075-0128
                                 (973) 470-7000
                (Name, Address, including zip code, and telephone
                number, including area code, of agent for service
                                   of process)

                                   ----------

                          Copies of Communications to:
                               John T. Kelly, Esq.
                        Wilentz, Goldman & Spitzer, P.A.
                           90 Woodbridge Center Drive
                          Woodbridge, New Jersey 07095



                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>

====================================================================================================================
                                                          Proposed Maximum     Proposed Maximum       Amount of
         Title of Securities             Amount to be      Offering Price     Aggregate Offering    Registration
          to be Registered                Registered        Per Share(1)           Price(1)              Fee
-------------------------------------- ----------------- -------------------- -------------------- -----------------
<S>                                    <C>                      <C>                 <C>                 <C>
Common  Stock, par value $.01 per      100,000 Shares           $.31                $31,000             $2.85
share
====================================== ================= ==================== ==================== =================
</Table>

----------

(1)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
      purpose of calculating the registration fee, based upon the average of the
      reported high and low bid price of the shares of Common Stock on April 24,
      2002, as reported on the OTC Bulletin Board.

<Page>

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.

            Rotary Power International, Inc. (the "Company" or the "Registrant")
is offering 100,000 shares of its common stock, $.01 par value (the "Common
Stock") to a consultant as consideration for consulting services that were
rendered to the Company. This issuance of Common Stock is being made pursuant to
a compensation agreement between the Company and the consultant, a copy of which
is attached hereto as Exhibit 4.1. The Company has equated the number of shares
of Common Stock to the value of the balance of the unpaid consulting services
provided by the consultant. The shares of Common Stock issued hereunder will not
be subject to any resale restrictions. Jonathan S. Hayes, the individual who
actually rendered a substantial portion of the consultant's services, will be
issued 100,000 shares of Common Stock for such consulting services.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, as filed by the Company with the Securities
and Exchange Commission, are incorporated by reference in this Registration
Statement and made a part hereof:

                (a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 2001, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934.

                (b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report referred to in (a) above.

                (c) The description of the Common Stock of the Company that is
contained in the Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission on February 9, 1994 under Section 12(b) of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.

            Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained therein 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 hereof.

            All reports and other 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 that indicate that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.


                                      -2-
<Page>

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 8 of the Certificate of Incorporation of the Company
provides that no member of the Board of Directors of the Company shall be liable
to the Company or its stockholders for monetary damages for breach of his
fiduciary duty as a director, except for (i) breaches of the director's duty of
loyalty to the Company, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) liability
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) transactions from which the director derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the liability of directors,
then the liability of the directors of the Company shall automatically be
eliminated or limited to the fullest extent permitted under the General
Corporation Law of the State of Delaware, as so amended.

            Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another entity. Section 145(a)
permissive indemnity may provide indemnification against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 145(b) of the Delaware General Corporation Law
empowers a Delaware corporation to indemnify any person described in Section
145(a) in an action by or in the right of the corporation provided that he
satisfies the conditions set forth in Section 145(a), except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudicated to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for proper expenses.
To the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in the defense of any action referred
to in Sections 145(a) and (b), the corporation shall indemnify him against the
expenses (including attorneys' fees) which he actually and reasonably incurred
in connection therewith. The indemnification provided pursuant to Section 145 is
not deemed to be exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote or otherwise.

            The Company entered into indemnification agreements with each of its
directors and executive officers and, pursuant to such agreement, has agreed to
indemnify each director and executive officer to the fullest extent permitted
under the Company's Certificate of Incorporation and under the Delaware General
Corporation Law, and has further agreed to advance any expenses incurred by any
such director or executive officer defending any civil, criminal, administrative
or investigative action, suit or proceeding before a final


                                      -3-
<Page>

disposition of such action, suit or proceeding upon the receipt of an
undertaking from such director or executive officer to repay such amounts
advanced in the event that it is ultimately determined that such director or
executive officer was not entitled to indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.


ITEM 8. EXHIBITS.

            The following is a list of exhibits filed as part of this
Registration Statement.

<Table>
<Caption>

Exhibit Number                              Exhibit
--------------                              -------

<S>                                 <C>
        4.1                         Compensation Agreement between Rotary Power International,
                                    Inc. and One Eighty Associates LLC dated April 26, 2002.

        5.1                         Opinion of Wilentz, Goldman & Spitzer, P.A.

       23.1                         Consent of Demetrius & Company, L.L.C.

       23.2                         Consent of Wilentz, Goldman & Spitzer, P.A. (included as
                                    part of Exhibit 5.1)
</Table>


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 of 1933;

                             (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 end 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 twenty percent change in the maximum
           aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective Registration Statement; and


                                      -4-
<Page>

                             (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 subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

                      (2) That, for the purpose of determining any liability
           under the Securities Act of 1933, 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 that
           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 of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 of 1933 (the "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.


                                      -5-
<Page>



                                   SIGNATURES

           In accordance with 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 in the City
of Wood-Ridge, State of New Jersey, on the 29th day of April, 2002.

                                  ROTARY POWER INTERNATIONAL, INC.

                                  By:  /s/ Ronald G. McKeown
                                      ------------------------------------------
                                        RONALD G. MCKEOWN,
                                        President and Chief Executive Officer



         In accordance with 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:

<Table>
<S>                                                                             <C>

/s/ Virgil E. Wenger                                                            Dated:   April 29, 2002
--------------------------------------------------
Virgil E. Wenger
Chairman


/s/ Ronald G. McKeown                                                           Dated:   April 29, 2002
--------------------------------------------------
Ronald G. McKeown
Director, President and Chief Executive Officer
  (Principal Executive Officer)


/s/ Douglas M. Drew                                                             Dated:   April 29, 2002
--------------------------------------------------
Douglas M. Drew
Director and Vice President, Finance
  (Principal Financial Officer)
</Table>



                                      -6-
<Page>



                                INDEX TO EXHIBITS


<Table>
<Caption>

Exhibit Number                              Exhibit
--------------                              -------

<S>                                 <C>
        4.1                         Compensation Agreement between Rotary Power International,
                                    Inc. and One Eighty Associates LLC dated April 26, 2002.

        5.1                         Opinion of Wilentz, Goldman & Spitzer, P.A.

       23.1                         Consent of Demetrius & Company, L.L.C.

       23.2                         Consent of Wilentz, Goldman & Spitzer, P.A. (included as
                                    part of Exhibit 5.1)
</Table>





                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "a2078217zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18909}]
{"company-data": {"conformed-name": "ROTARY POWER INTERNATIONAL INC", "cik": "0000914539", "assigned-sic": "8731", "irs-number": "133632860", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87120", "film-number": "02623932"}, "business-address": {"street1": "22 PASSAIC ST", "street2": "PO BOX 128", "city": "WOOD-RIDGE", "state": "NJ", "zip": "07075", "phone": "2014707000"}, "mail-address": {"street1": "22 PASAIC ST", "city": "WOOD-RIDGE", "state": "NJ", "zip": "07075"}}
As filed with the Securities and Exchange Commission on April 29, 2002

                                                  Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                        ROTARY POWER INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

          DELAWARE                                          13-3632860
-------------------------------                ---------------------------------
(State or other Jurisdiction of)               (IRS Employer Identification No.)

                 P.O. Box 128, Wood-Ridge, New Jersey 07075-0128
                    (Address of principal executive offices)

                           COMPENSATION AGREEMENT WITH
                            ONE EIGHTY ASSOCIATES LLC
                            (Full title of the plan)

                                Ronald G. McKeown
                                  P.O. Box 128
                        Wood-Ridge, New Jersey 07075-0128
                                 (973) 470-7000
                (Name, Address, including zip code, and telephone
                number, including area code, of agent for service
                                   of process)

                                   ----------

                          Copies of Communications to:
                               John T. Kelly, Esq.
                        Wilentz, Goldman & Spitzer, P.A.
                           90 Woodbridge Center Drive
                          Woodbridge, New Jersey 07095

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                          Proposed Maximum     Proposed Maximum       Amount of
         Title of Securities             Amount to be      Offering Price     Aggregate Offering    Registration
          to be Registered                Registered        Per Share(1)           Price(1)              Fee
-------------------------------------- ----------------- -------------------- -------------------- -----------------
Common  Stock, par value $.01 per      100,000 Shares           $.31                $31,000             $2.85
share
====================================== ================= ==================== ==================== =================
----------

(1)   Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
      purpose of calculating the registration fee, based upon the average of the
      reported high and low bid price of the shares of Common Stock on April 24,
      2002, as reported on the OTC Bulletin Board.
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.

            Rotary Power International, Inc. (the "Company" or the "Registrant")
is offering 100,000 shares of its common stock, $.01 par value (the "Common
Stock") to a consultant as consideration for consulting services that were
rendered to the Company. This issuance of Common Stock is being made pursuant to
a compensation agreement between the Company and the consultant, a copy of which
is attached hereto as Exhibit 4.1. The Company has equated the number of shares
of Common Stock to the value of the balance of the unpaid consulting services
provided by the consultant. The shares of Common Stock issued hereunder will not
be subject to any resale restrictions. Jonathan S. Hayes, the individual who
actually rendered a substantial portion of the consultant's services, will be
issued 100,000 shares of Common Stock for such consulting services.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, as filed by the Company with the Securities
and Exchange Commission, are incorporated by reference in this Registration
Statement and made a part hereof:

                (a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 2001, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934.

                (b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report referred to in (a) above.

                (c) The description of the Common Stock of the Company that is
contained in the Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission on February 9, 1994 under Section 12(b) of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.

            Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained therein 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 hereof.

            All reports and other 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 that indicate that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.

                                      -2-
ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 8 of the Certificate of Incorporation of the Company
provides that no member of the Board of Directors of the Company shall be liable
to the Company or its stockholders for monetary damages for breach of his
fiduciary duty as a director, except for (i) breaches of the director's duty of
loyalty to the Company, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) liability
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) transactions from which the director derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the liability of directors,
then the liability of the directors of the Company shall automatically be
eliminated or limited to the fullest extent permitted under the General
Corporation Law of the State of Delaware, as so amended.

            Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another entity. Section 145(a)
permissive indemnity may provide indemnification against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 145(b) of the Delaware General Corporation Law
empowers a Delaware corporation to indemnify any person described in Section
145(a) in an action by or in the right of the corporation provided that he
satisfies the conditions set forth in Section 145(a), except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudicated to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for proper expenses.
To the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in the defense of any action referred
to in Sections 145(a) and (b), the corporation shall indemnify him against the
expenses (including attorneys' fees) which he actually and reasonably incurred
in connection therewith. The indemnification provided pursuant to Section 145 is
not deemed to be exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote or otherwise.

            The Company entered into indemnification agreements with each of its
directors and executive officers and, pursuant to such agreement, has agreed to
indemnify each director and executive officer to the fullest extent permitted
under the Company's Certificate of Incorporation and under the Delaware General
Corporation Law, and has further agreed to advance any expenses incurred by any
such director or executive officer defending any civil, criminal, administrative
or investigative action, suit or proceeding before a final

                                      -3-
disposition of such action, suit or proceeding upon the receipt of an
undertaking from such director or executive officer to repay such amounts
advanced in the event that it is ultimately determined that such director or
executive officer was not entitled to indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

            The following is a list of exhibits filed as part of this
Registration Statement.
Exhibit Number                              Exhibit
--------------                              -------
4.1                         Compensation Agreement between Rotary Power International,
                                    Inc. and One Eighty Associates LLC dated April 26, 2002.

        5.1                         Opinion of Wilentz, Goldman & Spitzer, P.A.

       23.1                         Consent of Demetrius & Company, L.L.C.

       23.2                         Consent of Wilentz, Goldman & Spitzer, P.A. (included as
                                    part of Exhibit 5.1)
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 of 1933;

                             (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 end 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 twenty percent change in the maximum
           aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective Registration Statement; and

                                      -4-
(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 subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

                      (2) That, for the purpose of determining any liability
           under the Securities Act of 1933, 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 that
           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 of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 of 1933 (the "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.

                                      -5-
SIGNATURES

           In accordance with 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 in the City
of Wood-Ridge, State of New Jersey, on the 29th day of April, 2002.

                                  ROTARY POWER INTERNATIONAL, INC.

                                  By:  /s/ Ronald G. McKeown
                                      ------------------------------------------
                                        RONALD G. MCKEOWN,
                                        President and Chief Executive Officer

         In accordance with 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:
/s/ Virgil E. Wenger                                                            Dated:   April 29, 2002
--------------------------------------------------
Virgil E. Wenger
Chairman

/s/ Ronald G. McKeown                                                           Dated:   April 29, 2002
--------------------------------------------------
Ronald G. McKeown
Director, President and Chief Executive Officer
  (Principal Executive Officer)

/s/ Douglas M. Drew                                                             Dated:   April 29, 2002
--------------------------------------------------
Douglas M. Drew
Director and Vice President, Finance
  (Principal Financial Officer)
-6-
INDEX TO EXHIBITS
Exhibit Number                              Exhibit
--------------                              -------
4.1                         Compensation Agreement between Rotary Power International,
                                    Inc. and One Eighty Associates LLC dated April 26, 2002.

        5.1                         Opinion of Wilentz, Goldman & Spitzer, P.A.

       23.1                         Consent of Demetrius & Company, L.L.C.

       23.2                         Consent of Wilentz, Goldman & Spitzer, P.A. (included as
                                    part of Exhibit 5.1)
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