UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CTD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-3029743
(State or other jurisdiction of (I.R.S. Employer
(incorporation or organization) Identification No.)
27317 NW 78th Avenue, High Springs, FL 32643
(Address of Principal Executive Offices) (Zip Code)
C. E. "RICK" STRATTAN EMPLOYMENT AGREEMENT
C. E. "RICK" STRATTAN
27317 NW 78th Avenue
High Springs, FL 32643
386-454-0887
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
to be registered Price Offering Fee
Registered Per Share Price
- -------------------------------------------------------------------------------------------------
$0.001 par value 1,000,000 $0.05 $50,000 $4.50
Common Stock
- -------------------------------------------------------------------------------------------------
Totals 1,000,000 $0.05 $50,000 $4.50
- -------------------------------------------------------------------------------------------------
TABLE OF CONTENTS:
(1) This registration statement covers shares of common stock of CTD Holdings,
Inc. which are issued pursuant to the Company's Employment Agreement with
C.E. "Rick" Strattan dated October 14, 2003, (the "Strattan Employment
Agreement").
(2) The 1,000,000 issuable pursuant to the Strattan Employment Agreement are
calculated pursuant to Rule-457(h) and (c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee, based upon the
average of the high and low prices of our common stock as reported on the
over the Over the Counter Bulletin Board on October 14, 2003.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by 0.00081.
PART I
ITEM 1. PLAN INFORMATION
GENERAL INFORMATION
THE COMPANY
The Company has its principal office at CTD HOLDINGS, INC., 27317 NW 78th
Avenue, High Springs, Florida 32643.
The Common Stock will be issued by the Company pursuant to the Company's
Employment Agreement with C. E. "Rick" Strattan dated October 14, 2003 ("The
Strattan Employment Agreement"), which has been approved by the Board of
Directors of the Company (the "Board of Directors"). The Employment Agreement
compensates Mr. Strattan for his services to the Company in part by the issuance
of 1,000,000 shares reflecting the market value of the Common Stock on October
14, 2003. Mr. Strattan is a director and CEO, CFO, COO and President of the
Company and upon the issuance of the 1,000,000 common shares requested hereby
will own 69.63% of the Company's outstanding common shares. A copy of the
Strattan Employment Agreement has been filed as an exhibit to this Registration
Statement.
COMMON STOCK
The Board has authorized the issuance of 1,000,000 shares of the Common
Stock pursuant to the Company's Strattan Employment Agreement upon effectiveness
of this registration Statement.
NO RESTRICTIONS ON TRANSFER
Upon the issuance of Common Shares requested Mr. Strattan will become the
record and beneficial owners of the shares of the shares of Common Stock upon
issuance and delivery and will be entitled to all of the rights of ownership,
including the right to vote any shares awarded and to receive ordinary cash
dividends on the Common Stock.
TAX TREATMENT OF THE COMPANY
The amount of income recognized by Mr. Strattan hereunder in accordance
with the foregoing discussion may be an expense deductible by the Company for
federal income tax purposes of the taxable year of the Company during which the
recipient recognizes income.
RESTRICTIONS OF RESALES
Mr. Strattan will be subject to Section 16(b) of the Exchange Act, to the
extent he has sold or sells any shares of Common Stock in the six months
preceding or following the receipt of shares hereunder, any so called "profit",
as computed under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to the Company. Services rendered have been
recognized as valid consideration for the "purchase" of shares in connection
with the "profit" computation under Section 16(b) of the Exchange Act. The
Company has agreed that for the purpose of any "profit" computation under 16(b)
the price paid for the common stock issued to affiliates is equal to the value
of services rendered. Shares of common stock acquired hereunder by persons other
than affiliates are not subject to Section 16(b) of the Exchange Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: CTD Holdings, Inc., 27317 NW 78th Avenue, High Springs, FL 32643.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents, as filed by CTD Holdings, Inc. (the `Company')
with the Securities and Exchange Commission (the `Commission'), are incorporated
by reference in this Registration Statement and made a part hereof:
(a) The Company's Quarterly Reports on Form 10-QSB for the quarter
ended March 31, 2003, filed with the Commission on May 14, 2003.
(b) The Company's Quarterly Reports on Form 10-QSB for the quarter
ended June 30, 2003, filed with the Commission on August 14, 2003.
(c) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002, filed with the Commission on March 31, 2003.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 12(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which 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. Any statement contained in any
document, all or a portion of which is incorporated by reference herein shall be
deemed to be modified or supersedes for purposes of this Registration Statement
to the extent that a statement contained or incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this Registration statement
Experts. The consolidated financial statements of the Company which are included
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
2003, of the Company have been audited by James Moore & Co., P.L. independent
auditors as set forth in their reports thereon included therein and incorporated
herein by reference. Such financial statements are, and audited financial
statements to be included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of James Moore & Co., P.L., pertaining to
such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
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 145 of the Delaware General Corporation Law (`Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a part to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of
the corporation or another enterprise if serving at a the request of the
corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner the person 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 such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, tissue or matter as to
which such person shall have been adjudged 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 that despite the adjudication of
liability such person is fairly and reasonable entitled to indemnity for such
expenses that the court shall deem proper. Section 145 further provides that to
the extent a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in defense or any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually or reasonably incurred by such
person in connection therewith.
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 Description
-------------- ------------
10.1 Strattan Employment Agreement dated October 14, 2003
23.1 Opinion of Brashear & Assoc., P.L.
23.2 Consent of James Moore & Co., P.L.
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 the registration statement: (i) To include
any prospectus required by Section 10 (a) (3) of the securities Act of
1933 (ii) To reflect n the prospectus any facts or events arising
after the effective date f 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; and
(iii)to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
and material change to such information in the registration statement;
provided, however that paragraphs (a) (1) (I) and (a) (1) (ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 the purpose
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 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 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 High Springs, Florida, on November 17, 2003.
CTD HOLDINGS, INC.
BY: /s/C. E. "Rick" Strattan
-----------------------------------
C. E. "Rick" Strattan
Chief Executive Officer and Director
(Principal Executive and Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature
CTD HOLDINGS, INC.
By: /s/ C.E. "Rick" Strattan
----------------------------------
C.E. "Rick" Strattan
Chief Executive Officer and
Director (Principal Executive
and Financial Officer)