-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BevX4pM7bCKki7xjN0K3IYM10SvYFCGe/QbSfWFqywlxhx+E3R54tOzXuujQeA7S dqSblSQvuKamvcbZAB+gBQ== 0001077357-00-000184.txt : 20000524 0001077357-00-000184.hdr.sgml : 20000524 ACCESSION NUMBER: 0001077357-00-000184 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000523 EFFECTIVENESS DATE: 20000523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUIDAO HOLDING CORP CENTRAL INDEX KEY: 0001018765 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 650639616 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37614 FILM NUMBER: 641858 BUSINESS ADDRESS: STREET 1: 3201 W GRIFFIN STREET 2: STE 204 CITY: FT LAUDERDALE STATE: FL ZIP: 33312 BUSINESS PHONE: 9549641060 MAIL ADDRESS: STREET 1: 3201 W GRIFFIN STREET 2: STE 204 CITY: FT LAUDERDALE STATE: FL ZIP: 33312 S-8 1 1933 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 22, 2000 Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cuidao Holding Corp. ------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Florida 65-0639616 - -------------------------------- --------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2951 Simms Street Hollywood, FL 33020 - -------------------------------------- --------------------- (Address of Principal Executive Office) (Zip Code) Cuidao Holding Corp. ---------------------------------- 2000 Employee/Consultant Stock Compensation Plan Donald F. Mintmire, Esq. Mintmire & Associates 265 Sunrise Avenue Palm Beach, Florida 33480 ----------------------------- (Name and Address of Agent for Service) (561) 832-5696 ------------------------- (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE Proposed Title of Proposed Maximum Securities Amount Maximum Aggregate Amount of to be to be Offering Price Offering Registration Registered Registered (2) Per Share(1) Price(1) Fee(1) Common Stock, $.0001 par value 1,000,000 $1.00 $1,000,000 $264 (1) Estimated pursuant to Rule 457(c) and 457(h) solely for th purpose of calculating the Registration fee, which is based on the book value of the Company's Common Stock on March 31, 2000. Although book value is estimated to be less than $1.00 per share, this value is assigned solely for purposes for calculating fees (2) Represents the maximum number of shares which may be issue under the Cuidao Holding Corp. 2000 Employee/Consultant Stock Compensation Plan (the "Plan"). PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT AND NOT REQUIRED IN PROSPECTUS Item 3: Incorporation of Documents by Reference. The following documents of Cuidao Holding Corp., a Florida corporation (the "Company"), filed with the Securities and Exchange Commission (the "Commission"), are incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-KSB, for the Company's fiscal year ended December 31, 1999 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). (b) All reports filed by the Company pursuant to Section 13(a) of the 1934 Act since the end of the Company's fiscal year ended December 31, 1999. (c) The description of the Company's Common Stock registered under the 1934 Act contained in the Company's Registration Statement on Form SB-2 (File No. 0-19492), which became effective in December 1998. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 since the Company's fiscal year ended December 31, 1999. Any statement contained in a document incorporated in this Registration Statement by reference shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated in this Registration Statement by reference modifies or replaces such statement. Item 4: Description of Securities. Not applicable. Item 5: Interests of the Named Experts and Counsel. Not applicable. Item 6: Indemnification of Directors and Officers. The Company's Articles of Incorporation and Bylaws require the company to indemnify its directors and officers to the fullest extent permitted by Florida law. Florida law presently provides that in the case of a nonderivative action (that is, an action other than by or in the right of a corporation to procure a judgment in its own favor), a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful. With respect to derivative actions, Florida law provides that a corporation has the power 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 by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interest of the corporation and its shareholders. Indemnification is not permitted to be made in respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person's duty to the corporation and its shareholders, unless and only to the extent athat the court in which the proceeding is or was pending determines that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses, and then only to the extent that the court shall determine. Item 7: Exemption from Registration Claimed. Not applicable. Item 8: Exhibits. Number Description - ------- ---------------- 5.1 * Opinion of Mintmire & Associates 10.35 * Cuidao Holding Corp. 2000 Employee/Consultant Stock Compensation Plan 23.1 * Consent of Baum & Company 23.2 Consent of Mintmire & Associates (contained in Exhibit 5.1) (* Filed herewith) 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 to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information 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; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 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, 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 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, the Registrant certifies that it has reasonable grounds to believe that it meets all 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, on April 11, 2000. CUIDAO HOLDING CORP. By: /s/ C. Michael Fisher ------------------------------ C. Michael Fisher, President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the dates indicated. /s/ C. Michael Fisher April 11, 2000 - ------------------------------------------- C. Michael Fisher, Chairman of the Board, President and Chief Financial Officer /s/ Francis J. Hornik, Jr. April 11, 2000 - ------------------------------------------- Francis J. Hornik, Jr., Director /s/ Thomas J. Dobson April 11, 2000 - ------------------------------------------- Thomas J. Dobson, Director /s/ Robert H. Walker April 11, 2000 - ------------------------------------------- Robert H. Walker, Director /s/ Carl E. Shubert April 12, 2000 - ------------------------------------------- Carl E. Shubert, Director EX-5.1 2 LEGAL OPINION EXHIBIT 5.1 May 22, 2000 Board of Directors Cuidao Holding Corp. 2951 Simms Street Hollywood, Florida 33020 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about May 22, 2000, in connection with the registration under the Securities Act of 1933, as amended, of 1,000,000 shares of the Company's Common Stock, $.0001 par value, (the "Stock") to be sold by you pursuant to the Company's 2000 Employee/Consultant Stock Compensation Plan. (the "Plan"). As your counsel, we have examined the proceedings relating to and action taken by you in connection with the adoption of the Plan. It is our opinion that the 1,000,000 shares of the Stock that may be issued and sold by the Company pursuant to the Plan, when issued and sold in the manner provided in the Plan, will be validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In providing this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Mintmire & Associates - ---------------------------------- MINTMIRE & ASSOCIATES EX-10.35 3 MATERIAL DOCUMENT EXHIBIT 10.35 2000 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN I. PURPOSE OF THE PLAN. The purpose of this Plan is to further the growth of Cuidao Holding Corp., by allowing the Company to compensate consultants and certain other Employees who have provided bona fide services to the Company, through the award of Common Stock of the Company. II. DEFINITIONS. Whenever used in this Plan, the following terms shall have the meanings set forth in this Section: 1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to purchase Common Stock made under this Plan. 2. "Board of Directors" means the Board of Directors of the Company. 3. "Code" means the Internal Revenue Code of 1986, as amended. 4. "Common Stock" means the Common Stock of the Company. 5. "Date of Grant" means the day the Board of Directors authorized the grant of an Award or such later date as may be specified by the Board of Directors as the date a particular Award will become effective. 6. "Consultant" means any person or entity (i) who has rendered or will render bona fide services to the Company, and (ii) who, in the opinion of the Board of Directors, are in a position to make, or who have previously made, a significant contribution to the success of the Company. 7. "Subsidiary" means any corporation that is a subsidiary with regard to as that term is defined in Section 424(f) of the Code. III EFFECTIVE DATE OF THE PLAN. The effective date of this Plan is April 1, 2000 IV. ADMINISTRATION OF THE PLAN. The Board of Directors will be responsible for the administration of this Plan, and will grant Awards under this Plan. Subject to the express provisions of this Plan and applicable law, the Board of Directors shall have full authority and sole and absolute discretion to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations which it believes to be necessary or advisable in administering this Plan. The determinations of the Board of Directors on the matters referred to in this Section shall be conclusive. The Board of Directors shall have sole and absolute discretion to amend this Plan. No member of the Board of Directors shall be liable for any act or omission in connection with the administration of this Plan unless it resulted from the member's willful misconduct. V. STOCK SUBJECT TO THE PLAN. The maximum number of shares of Common Stock as to which Awards may be granted under this Plan is 1,000,000 shares which number represents 1,000,000 shares not yet issued under the Plan. The Board of Directors may increase the maximum number of shares of Common Stock as to which Awards may be granted at such time as it deems advisable. II. PERSONS ELIGIBLE TO RECEIVE AWARDS. Awards may be granted only to Employees and Consultants. II. GRANTS OF AWARDS. Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Consultants and Employees Awards are to be granted, and the number of shares of Common Stock as to which Awards granted to each Consultant and Employee will relate, and the terms and conditions upon which an Award may be issued (including, without limitation, the date of exercisability, exercise price and term of any Award which constitutes an option or warrant to purchase Common Stock). No grant will be made if, in the judgment of the Board of Directors, such a grant would constitute a public distribution within the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and regulations promulgated thereunder. II. DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after authorizing the grant of an Award, the Company shall deliver to the person who is the recipient of the Award, a certificate or certificates registered in that person's name, representing the number of shares of Common Stock that were granted. If applicable, each certificate shall bear a legend to indicate that the Common Stock represented by the certificate was issued in a transaction which was not registered under the Act, and may only be sold or transferred in a transaction that is registered under the Act or is exempt from the registration requirements of the Act. IX. RIGHT TO CONTINUED ENGAGEMENT. Nothing in this Plan or in the grant of an Award shall confer upon any Consultant the right to continued engagement by the Company nor shall it interfere with or restrict in any way the rights of the Company to discharge any Consultant or to terminate any consulting relationship at any time. X. LAWS AND REGULATIONS. 1. The obligation of the Company to sell and deliver shares of Common Stock on the grant of an Award under this Plan shall be subject to the condition that counsel for the Company be satisfied that the sale and delivery thereof will not violate the Act or any other applicable laws, rules or regulations. 2. This Plan is intended to meet the requirements of Rule 16b-3 in order to provide officers and directors with certain exemptions from Section 16(b) of the Securities Exchange Act of 1934, as amended. XI. TERMINATION OF THE PLAN. The Board of Directors may suspend or terminate this Plan at any time or from time to time, but no such action shall adversely affect the rights of a person granted an Award under this Plan prior to that date. XII. DELIVERY OF PLAN. A copy of this Plan shall be delivered to all participants, together with a copy of the resolution or resolutions of the Board of Directors authorizing the granting of the Award and establishing the terms, if any, of participation. EX-23.1 4 CONSENT OF ACCOUNTANT EXHIBIT 23.1 BAUM & COMPANY, P.A. Certified Public Accountants 1515 University Drive - Suite 209 Coral Springs, Florida 33071 (954) 752-1712 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statement on Form S-8 for the registration of 1,000,000 shares of Cuidao Holding Corp. common stock under the 2000 Employee/Consultant Stock Compensation Plan and to the incorporation by reference therein of our report dated May 12, 2000 relating to the financial statements which appear in the Annual Report on Form 10K for the year ended December 31, 1999. /s/Baum & Company, PA ------------------------------ Baum & Company, P.A., Independent Public Accountants. Coral Springs, Florida May 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----