<Page>

     As filed with the Securities and Exchange Commission on August 14, 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)

                  CONSULTING AGREEMENTS WITH WILLIAM T. FIGART,
                  JAMES GIBBS, CHRISTIE ART AND COMMUNICATION,
                WILLIAM TOMOL, ROBERT FARRINGTON, HENRY GONZALEZ
                                AND PHILIP SPIES

                            (Full title of the plans)

                                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

<Page>

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                                          Proposed Maximum    Proposed Maximum
         Title of Securities             Amount to be      Offering Price    Aggregate Offering      Amount of
          to be Registered                Registered        Per Share(1)          Price(1)        Registration Fee
-------------------------------------- ----------------- ------------------- -------------------- -----------------
<S>                                      <C>                      <C>            <C>                    <C>
Common  Stock,  par  value  $.01  per     85,800 Shares           $ .34          $ 29,172.00            $ 2.68
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per     12,000 Shares           $ .34          $  4,080.00            $  .38
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per     29,016 Shares           $ .34          $  9,865.44            $  .91
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per    130,419 Shares           $ .34          $ 44,342.46            $ 4.08
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per     32,000 Shares           $ .34          $ 10,880.00            $ 1.00
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per    120,000 Shares           $ .34          $ 40,800.00            $ 3.75
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per    106,667 Shares           $ .34          $ 36,266.78            $ 3.34
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
         August 9, 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 shares of its common stock, $.01 par value (the "Common Stock") to
certain individuals as consideration for consulting services rendered to the
Company. This issuance of Common Stock is being made pursuant to a consulting
agreement between the Company and each consultant. The Company has equated the
number of shares of Common Stock to the value of the consulting services
provided or to be provided by the consultants. The shares of Common Stock issued
hereunder will not be subject to any resale restrictions. The following
individuals will receive the number of shares of Common Stock indicated beside
each of their names for consulting services:

<Table>
               <S>                             <C>
               William T. Figart                85,800 Shares

               James Gibbs                      12,000 Shares

               William Christie                 29,016 Shares

               William Tomol                   130,419 Shares

               Robert Farrington                32,000 Shares

               Henry Gonzalez                  120,000 Shares

               Philip Spies                    106,667 Shares
</Table>

                                       -2-
<Page>

                                     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.

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.

                                       -3-
<Page>

          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 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  Consulting Agreement between Rotary Power International, Inc. and
          William T. Figart dated as of September 7, 2001 (incorporated by
          reference to the Company's Registration Statement on Form S-8 filed
          with the Securities and Exchange Commission on September 14, 2001).

                                       -4-
<Page>

     4.2  Consulting Agreement between Rotary Power International, Inc. and
          James Gibbs dated as of October 1, 2001 (incorporated by reference to
          the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.3  Consulting Agreement between Rotary Power International, Inc. and
          Christie Art and Communication dated as of November 1, 2001
          (incorporated by reference to the Company's Registration Statement on
          Form S-8 filed with the Securities and Exchange Commission on March
          15, 2002).

     4.4  Consulting Agreement between Rotary Power International, Inc. and
          William Tomol dated as of June 1, 2001 (incorporated by reference to
          the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.5  Consulting Agreement between Rotary Power International, Inc. and
          Robert Farrington dated as of May 1, 2001 (incorporated by reference
          to the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.6  Consulting Agreement between Rotary Power International, Inc. and
          Henry Gonzalez dated as of April 1, 2002.

     4.7  Consulting Agreement between Rotary Power International, Inc. and
          Philip Spies dated as of April 1, 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,

                                       -5-
<Page>

          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

                          (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.

                                       -6-
<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 14th day of August, 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:

                                                      Dated: August __, 2002
------------------------------------------------
Virgil E. Wenger
Chairman


/s/ Ronald G. McKeown                                 Dated: August 14, 2002
------------------------------------------------
Ronald G. McKeown
Director, President and Chief Executive Officer
  (Principal Executive Officer)


/s/ Douglas M. Drew                                   Dated: August 14, 2002
------------------------------------------------
Douglas M. Drew
Director and Vice President, Finance
  (Principal Financial Officer)


/s/ Peter Fransham                                    Dated: August 14, 2002
------------------------------------------------
Peter Fransham
Director

                                       -7-
<Page>

                                INDEX TO EXHIBITS

EXHIBIT NUMBER                              EXHIBIT

     4.1  Consulting Agreement between Rotary Power International, Inc. and
          William T. Figart dated as of September 7, 2001 (incorporated by
          reference to the Company's Registration Statement on Form S-8 filed
          with the Securities and Exchange Commission on September 14, 2001).

     4.2  Consulting Agreement between Rotary Power International, Inc. and
          James Gibbs dated as of October 1, 2001 (incorporated by reference to
          the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.3  Consulting Agreement between Rotary Power International, Inc. and
          Christie Art and Communication dated as of November 1, 2001
          (incorporated by reference to the Company's Registration Statement on
          Form S-8 filed with the Securities and Exchange Commission on March
          15, 2002).

     4.4  Consulting Agreement between Rotary Power International, Inc. and
          William Tomol dated as of June 1, 2001 (incorporated by reference to
          the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.5  Consulting Agreement between Rotary Power International, Inc. and
          Robert Farrington dated as of May 1, 2001 (incorporated by reference
          to the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.6  Consulting Agreement between Rotary Power International, Inc. and
          Henry Gonzalez dated as of April 1, 2002.

     4.7  Consulting Agreement between Rotary Power International, Inc. and
          Philip Spies dated as of April 1, 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)

                                       -8-
[{"type": "S-8", "sequence": "1", "filename": "a2087079zs-8.txt", "description": "S-8", "secsgml_size_bytes": 23365}]
{"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": "333-98069", "film-number": "02732390"}, "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 August 14, 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)

                  CONSULTING AGREEMENTS WITH WILLIAM T. FIGART,
                  JAMES GIBBS, CHRISTIE ART AND COMMUNICATION,
                WILLIAM TOMOL, ROBERT FARRINGTON, HENRY GONZALEZ
                                AND PHILIP SPIES

                            (Full title of the plans)

                                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
         Title of Securities             Amount to be      Offering Price    Aggregate Offering      Amount of
          to be Registered                Registered        Per Share(1)          Price(1)        Registration Fee
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per     85,800 Shares           $ .34          $ 29,172.00            $ 2.68
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per     12,000 Shares           $ .34          $  4,080.00            $  .38
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per     29,016 Shares           $ .34          $  9,865.44            $  .91
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per    130,419 Shares           $ .34          $ 44,342.46            $ 4.08
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per     32,000 Shares           $ .34          $ 10,880.00            $ 1.00
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per    120,000 Shares           $ .34          $ 40,800.00            $ 3.75
share
-------------------------------------- ----------------- ------------------- -------------------- -----------------
Common  Stock,  par  value  $.01  per    106,667 Shares           $ .34          $ 36,266.78            $ 3.34
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
         August 9, 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 shares of its common stock, $.01 par value (the "Common Stock") to
certain individuals as consideration for consulting services rendered to the
Company. This issuance of Common Stock is being made pursuant to a consulting
agreement between the Company and each consultant. The Company has equated the
number of shares of Common Stock to the value of the consulting services
provided or to be provided by the consultants. The shares of Common Stock issued
hereunder will not be subject to any resale restrictions. The following
individuals will receive the number of shares of Common Stock indicated beside
each of their names for consulting services:
William T. Figart                85,800 Shares

               James Gibbs                      12,000 Shares

               William Christie                 29,016 Shares

               William Tomol                   130,419 Shares

               Robert Farrington                32,000 Shares

               Henry Gonzalez                  120,000 Shares

               Philip Spies                    106,667 Shares
-2-
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.

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.

                                       -3-
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 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  Consulting Agreement between Rotary Power International, Inc. and
          William T. Figart dated as of September 7, 2001 (incorporated by
          reference to the Company's Registration Statement on Form S-8 filed
          with the Securities and Exchange Commission on September 14, 2001).

                                       -4-
4.2  Consulting Agreement between Rotary Power International, Inc. and
          James Gibbs dated as of October 1, 2001 (incorporated by reference to
          the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.3  Consulting Agreement between Rotary Power International, Inc. and
          Christie Art and Communication dated as of November 1, 2001
          (incorporated by reference to the Company's Registration Statement on
          Form S-8 filed with the Securities and Exchange Commission on March
          15, 2002).

     4.4  Consulting Agreement between Rotary Power International, Inc. and
          William Tomol dated as of June 1, 2001 (incorporated by reference to
          the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.5  Consulting Agreement between Rotary Power International, Inc. and
          Robert Farrington dated as of May 1, 2001 (incorporated by reference
          to the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.6  Consulting Agreement between Rotary Power International, Inc. and
          Henry Gonzalez dated as of April 1, 2002.

     4.7  Consulting Agreement between Rotary Power International, Inc. and
          Philip Spies dated as of April 1, 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,

                                       -5-
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

                          (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.

                                       -6-
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 14th day of August, 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:

                                                      Dated: August __, 2002
------------------------------------------------
Virgil E. Wenger
Chairman

/s/ Ronald G. McKeown                                 Dated: August 14, 2002
------------------------------------------------
Ronald G. McKeown
Director, President and Chief Executive Officer
  (Principal Executive Officer)

/s/ Douglas M. Drew                                   Dated: August 14, 2002
------------------------------------------------
Douglas M. Drew
Director and Vice President, Finance
  (Principal Financial Officer)

/s/ Peter Fransham                                    Dated: August 14, 2002
------------------------------------------------
Peter Fransham
Director

                                       -7-
INDEX TO EXHIBITS

EXHIBIT NUMBER                              EXHIBIT

     4.1  Consulting Agreement between Rotary Power International, Inc. and
          William T. Figart dated as of September 7, 2001 (incorporated by
          reference to the Company's Registration Statement on Form S-8 filed
          with the Securities and Exchange Commission on September 14, 2001).

     4.2  Consulting Agreement between Rotary Power International, Inc. and
          James Gibbs dated as of October 1, 2001 (incorporated by reference to
          the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.3  Consulting Agreement between Rotary Power International, Inc. and
          Christie Art and Communication dated as of November 1, 2001
          (incorporated by reference to the Company's Registration Statement on
          Form S-8 filed with the Securities and Exchange Commission on March
          15, 2002).

     4.4  Consulting Agreement between Rotary Power International, Inc. and
          William Tomol dated as of June 1, 2001 (incorporated by reference to
          the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.5  Consulting Agreement between Rotary Power International, Inc. and
          Robert Farrington dated as of May 1, 2001 (incorporated by reference
          to the Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on March 15, 2002).

     4.6  Consulting Agreement between Rotary Power International, Inc. and
          Henry Gonzalez dated as of April 1, 2002.

     4.7  Consulting Agreement between Rotary Power International, Inc. and
          Philip Spies dated as of April 1, 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)

                                       -8-