S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ROCKWELL MEDICAL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Michigan
(State or Other Jurisdiction of
Incorporation or Organization) 38-3317208
(I.R.S. Employer
Identification No.)

30142 Wixom Road
Wixom, Michigan 48393
(248) 960-9009

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Rockwell Medical Technologies, Inc. 2007 Long Term Incentive Plan, as amended
(Full Title of the Plan)

Robert L. Chioini
President and Chief Executive Officer
Rockwell Medical Technologies, Inc.
30142 Wixom Road
Wixom, Michigan 48393
(248) 960-9009
(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Mark A. Metz
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313)568-6800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

CALCULATION OF REGISTRATION FEE

Title of Each			Proposed Maximum		Proposed Maximum		Amount of
Class of Securities	Amount to be		Offering		Aggregate		Registration
To be Registered	Registered(1)		Price Per Share(2)		Offering Price(2)		Fee
Common Stock, no par value		750,000	$	6.04	$	4,530,000	$	252.77

(1)

This Registration Statement covers 750,000 shares, which includes options, restricted stock and other rights to acquire common stock, under the Rockwell Medical Technologies, Inc. 2007 Long-Term Incentive Plan, as amended, and, pursuant to Rule 416(a), an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

This calculation is made solely for the purpose of determining the amount of the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low prices for the Common Stock on June 16, 2009 as reported by the Nasdaq Stock Market.

TABLE OF CONTENTS

	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-23.1

     In accordance with general instruction E to Form S-8, Rockwell Medical Technologies, Inc. (the “Company”) hereby incorporates by reference the contents of its Registration Statement on Form S-8 (No. 333-146817) filed October 19, 2007.

Item 8. Exhibits

     The following exhibits are filed with this Registration Statement:

Exhibit
Number	Description
4.1	Rockwell Medical Technologies, Inc. 2007 Long Term Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement for the 2009 Annual Meeting of Shareholders filed on April 20, 2009).
4.2	Amendment No. 1 to Rockwell Medical Technologies, Inc. 2007 Long Term Incentive Plan dated May 29, 2008 (incorporated by reference to Appendix A of the Company’s Proxy Statement for the 2009 Annual Meeting of Shareholders filed on April 20, 2009).
4.3	Amendment No. 2 to Rockwell Medical Technologies, Inc. 2007 Long Term Incentive Plan dated May 21, 2009 (incorporated by reference to Appendix A of the Company’s Proxy Statement for the 2009 Annual Meeting of Shareholders filed on April 20, 2009).
5.1	Opinion of Dykema Gossett PLLC.
23.1	Consent of Plante & Moran, PLLC.
23.2	Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page).

2

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wixom, State of Michigan on June 17, 2009.

ROCKWELL MEDICAL TECHNOLOGIES, INC.
By:	/s/ Robert L. Chioini
	Robert L. Chioini
	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

     We, the undersigned directors and officers of Rockwell Medical Technologies, Inc., do hereby constitute and appoint Robert L. Chioini and Thomas E. Klema, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 17, 2009.

Signature	Title
/s/ ROBERT L. CHIOINI Robert L. Chioini	Chairman, President and Chief Executive Officer (principal executive officer)

Signature	Title
/s/ THOMAS E. KLEMA Thomas E. Klema	Vice President of Finance, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)
/s/ KENNETH L. HOLT Kenneth L. Holt	Director
/s/ RONALD D. BOYD Ronald D. Boyd	Director
/s/ PATRICK J. BAGLEY Patrick J. Bagley	Director

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
5.1	Opinion of Dykema Gossett PLLC.
23.1	Consent of Plante & Moran, PLLC.
23.2	Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page).

EX-5.1

EXHIBIT 5.1

[DYKEMA GOSSETT PLLC LETTERHEAD]
June 17, 2009

Rockwell Medical Technologies, Inc.
30142 Wixom Road
Wixom, Michigan 48393

Re: Registration Statement on Form S-8 filed by Rockwell Medical Technologies, Inc. on June 18, 2009 (the “Registration Statement”) with respect to shares to be issued pursuant to its 2007 Long Term Incentive Plan, as amended (the “Plan”)

Ladies and Gentlemen:

We have acted as counsel for Rockwell Medical Technologies, Inc., a Michigan corporation (the “Company”), in connection with the preparation of the Registration Statement filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 750,000 additional authorized but unissued shares of common stock, without par value, of the Company to be issued pursuant to the terms and conditions of the Plan (the “Shares”).

In acting as counsel for the Company, we have examined the proceedings taken in connection with the sale and issuance of the Shares and we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

Based upon the foregoing, we are of the opinion that the Shares reserved for issuance under the Plan, when issued and sold in the manner referred to in the Registration Statement, will be legally issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are experts within the meaning of the Securities Act or the rules or regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,
 

/s/ DYKEMA GOSSETT PLLC  

DYKEMA GOSSETT PLLC 

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Rockwell Medical Technologies, Inc. on Form S-8 of our reports dated March 12, 2009 on the consolidated financial statements of Rockwell Medical Technologies, Inc. as of and for the years ended December 31, 2008 and 2007 and on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, appearing in the Annual Report on Form 10-K of Rockwell Medical Technologies, Inc. for the year ended December 31, 2008.

/s/ PLANTE & MORAN, PLLC

Auburn Hills, Michigan

June 17, 2009