-----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, S0fP1MJAB3ceTDDagCQdec5wS0ktqZPx4C4MThLpXRXhXYtwlib16R5psniWVS4J 31Q1+k5NVclZQtwnigPw9A== 0000922247-97-000008.txt : 19970513 0000922247-97-000008.hdr.sgml : 19970513 ACCESSION NUMBER: 0000922247-97-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970512 EFFECTIVENESS DATE: 19970512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT INC CENTRAL INDEX KEY: 0000922247 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 593029743 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26893 FILM NUMBER: 97600483 BUSINESS ADDRESS: STREET 1: 3713 SW 42ND AVE STREET 2: STE 3 CITY: GAINESVILLE STATE: FL ZIP: 32608-6581 BUSINESS PHONE: 3523756822 S-8 1 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) Florida 59-3029743 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3713 S.W. 42nd Avenue. Suite 3, Gainesville, Florida 32608-6581 (Address of principal executive office) (Zip Code) Bruce Brashear, Esq. 920 N.W. 8th Avenue, Suite A Gainesville, Florida 32601 (352) 336-0800 (Name, address and telephone number, including area code, of agent for service) _______________ Consultation for Video Production (Full Title of the Plan) _______________ CALCULATION OF REGISTRATION FEE
Title Amount to be Proposed maximum Proposed maximum Amount of of Securities registered offering price aggregate offering Registration fee per share price Common Stock, par value $.0001 10,000 $1.0625 $10,625 $5.00 The price stated above is estimated solely for the purpose of calculation of registration fee and is based on the average of the high and low prices paid for a share of the Company's Common Stock on April 29, 1997.
PART I Item 1. Plan Information Consulting Services Agreements The Video Production Reservation dated May 22, 1997, between Cyclodextrin Technologies Development, Inc. (the "Company") and Atlantic Syndication Network, Inc.(the "Consultant") requires the Company to pay Consultant 10,000 shares of the Company's Common Stock as partial compensation for video production services. Under the terms of the Video Production Reservation, Consultant has agreed to provide five (5) five video interviews and to air those interviews. The Common Shares are fully vested at the time of issuance. Item 2. Registrant Information and Employee Plan Annual Information Plan participants may obtain, without charge, upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement; these documents are incorporated by reference in the Section 10(a) prospectus which is a part of this Registration Statement. Plan participants may also obtain, without charge, upon written or oral request, any other documents required to be delivered to employees pursuant to Rule 428(b). All requests for documents should be directed to: Cyclodextrin Technologies Development, Inc., Attention: President, 3713 S.W. 42nd Avenue, Suite 3, Gainesville, FL 32608-6581; telephone 352-375-6822. PART II Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference into this Registration Statement, and are made a part hereof: (a) The Registrant's latest annual report for the year ended December 31, 1996, on Form 10-KSB filed on or about March 28, 1997. (b) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-KSB referred to in paragraph (a) above. (c) The descriptions of the registrant's securities which are contained in its registration statements filed under section 12 of the Securities Exchange Act of 1934, including any amendment or reports filed for the purpose of updating such descriptions. All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all of the securities offered hereby have been sold, or deregistering all such securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed incorporated by reference herein modifies or supersedes such statement. Any such document so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Officers and Directors. The By-Laws of the Company, contain a provision under which the officers and directors of the Company would be indemnified to the full extent permitted by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits indemnification against expenses actually and reasonably incurred by a director, officer, employee or agent to the extent that such person has been successful in the defense of a matter eligible for indemnification under the statute. Under certain circumstances, expenses may be paid by a corporation in advance, subject to repayment, unless the defendant ultimately is determined to be ineligible for indemnification. In addition, the statute permits a corporation to indemnify directors and officers against certain liabilities and to purchase and maintain director and officer liability and reimbursement insurance against liabilities, whether or not the corporation would have the power of indemnification against such liabilities. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Page (4) Instruments defining the rights of security holders, including indentures (a) Video Production Reservation between Cyclodextrin Technologies Development, Inc. and Atlantic Syndication Network, Inc. dated May 22, 1997 (5) Opinion re legality (15) Letter re unaudited interim financial information None (24) Consents of experts and counsel (a) Consent of James Moore & Co. , L.P. (b) Davis, Monk & Company (c) Consent of Bruce Brashear, Esq. (28) Additional exhibits None (29) Information from reports furnished to state insurance regulatory authorities None Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to include any additional or changed material information on the plan of distribution. (2) That, for the purpose of determining any liability under the Securities Act of 1933 treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove any of the securities that remain unsold at the end of the offering. (b) The undersigned registrant hereby undertakes that, for the 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 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 the 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (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 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 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 certifies it has reasonable grounds to believe it meets all the requirements for filing on Form S-8 and has duly caused same to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gainesville, State of Florida, on the 9th day of May, 1997. Cyclodextrin Technologies Development, Inc. By: __/s/ C.E. Rick Strattan____________ C.E. Rick Strattan, President and Chief Executive Officer, Chairman of the Board, KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C.E. Rick Strattan his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done on or about the premises, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated, on the dates indicated. Signature Title _/s/ C. E. RICK STRATTAN _________ Chairman of the Board, President, CEO C. E. RICK STRATTAN Date: May 9, 1997
EX-4 2 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS Video Production Reservation Cyclodextrin Technologies Development, Inc. 3713 S.W. 42nd Avenue Gainesville, FL 32608-6581 Phone: (352) 375-6822 Fax: (352) 375-8287 C.E. Rick Strattan, CEO/President Corporation (GUEST) hereby requests Atlantic Syndication Network, Inc. (PRODUCER) to reserve the production time identified herein to produce an interview segment with the Guest company which will be edited into a (5) five-minute segment and then scheduled to air on The Stock ShowTM in the regions(s) agreed to by the parties. Regions of interest include: Northeast and Southeast (to be defined) Videotaping of the interview is scheduled to take place in Hollywood, California on the following date(s) May 23. Each featured Guest will receive an itinerary 15 days prior to the actual date of production. Guest agrees to provide within 15 days any logos, charts, displays, slides and/or videotape, etc. to be used during the production of their segment. It's understood that any expenses required for travel, hotel and ground transportation are the responsibility of each Guest. Guest herein represents that it is not under any existing or pending SEC rulings to jeopardize the integrity of the show and agrees to provide the producer with its current SEC filings and any other requested regulatory documents. This reservation deposit in the amount of $2,500.00 is non- refundable and will initiate the scheduling of a specific time period for production of the subject video. Each party agrees to complete its respective responsibilities in preparation for the video production as identified herein. This deposit will be applied to Guest production charges of approximately $________________ (Plan ____________) The exact amount due for production will be identified in the Guest Production Agreement. Optional charges for videotape copies or additional services will be billed separately. In the event Guest does not comply with the requirements and conditions of this Agreement, Guest acknowledges that Producer retains the right to replace Guest with a substitute (another Guest) and this reservation deposit will be forfeited. Any balance or payment due must be paid in full prior to June 30 (or) within 30 days of the actual interview segment videotaping. ANY EXCEPTION TO THIS REQUIREMENT must be in writing and approved by the Producer and the Executive in Charge of Production. THIS RESERVATION IS VALID ONLY WHEN ACCOMPANIED BY PAYMENT AND APPROVED BY THE GUEST CORPORATION AND ASNI. Other conditions: See attached letter. Corporation: CTD, Inc. Mr. Kent Wyatt Atlantic Syndication Network, Inc. 6363 Sunset Blvd., Suite 910 Hollywood, CA 90028 Dear Kent: Find enclosed the completed and signed reservation form with the deposit check for $2,500. This letter is intended to form a part of the above reservation form for the purpose of stating the agreed financial terms we agreed upon: (1) On or before May 9, 1997, CTD will provide ASNI with 10,000 freely trading shares of CTD's non-voting common stock. (2) On or before June 30, 1997, CTD will provide documents granting ASNI the option to purchase 25,000 shares of CTD's non-voting common stock at $1.00 per share. I am grateful for the opportunity to bring the story of cyclodextrins to the investing public. Cyclodextrins promise to make drug therapy more patient- friendly and hazardous waste treatment more nature- friendly. I look forward to working with you. Sincerely, Rick Strattan EX-5 3 LEGAL OPINION AND CONSENT May 9, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: Registration Statement on Form S-8 Cyclodextrin Technologies Development, Inc. Gentlemen: I have acted as counsel for Cyclodextrin Technologies Development, Inc. (the "Company") in connection with its proposed offering to Atlantic Syndication Network, Inc. a consultant of the Company of 10,000 common shares(par value $.0001). In connection with the proposed public offering and above-described registration statement, I have reviewed the following: 1. The Certificate of Incorporation and amendments thereto of the Company; 2. The By-Laws and amendments thereto of the Company; 3. The minute books of the Company; and On the basis of such investigation and the examination of such other records as I deemed necessary, I am of the opinion that: a) the Company has been duly incorporated and is validly existing under the laws of the State of Florida; and b) The 10,000 shares have been duly authorized and when issued, will be legally issued by the Company and will be fully paid and nonassessable. I consent to the filing of this opinion as an Exhibit for the purpose of registering all or a portion of the Common Shares described in Form S-8 under the relevant state and federal securities laws. Sincerely, /s/ Bruce Brashear Bruce Brashear, Esq. EX-23 4 CONSENT OF EXPERT CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Cyclodextrin Technologies Development, Inc. We hereby consent to the incorporation by reference on the Registration Statement on Form S-8 of our report dated February 5, 1996, included in the Form 10KSB of Cyclodextrin Technologies Development, Inc. for the year ended December 31, 1995. /s/ James Moore & Co., L.P. James Moore & Co., L.P. Gainesville, Florida May 9, 1997 EX-23 5 CONSENT OF EXPERT CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Cyclodextrin Technologies Development, Inc. We hereby consent to the incorporation by reference on the Registration Statement on Form S-8 of our report dated February 21, 1997, included in the Form 10KSB of Cyclodextrin Technologies Development, Inc. for the year ended December 31, 1996. /s/ Davis, Monk & Company Davis, Monk & Company Gainesville, Florida May 9, 1997
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