-----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, AEANesYOIYhHvzC0e+40F50hdoCc97YmD5mIOCuZY09IhDsdT3EkAnKr0ObnTXP/ e8BnirVNwitle4OKtooxjQ== 0000922247-04-000006.txt : 20040416 0000922247-04-000006.hdr.sgml : 20040416 20040416111456 ACCESSION NUMBER: 0000922247-04-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040415 EFFECTIVENESS DATE: 20040415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTD HOLDINGS 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: 333-114519 FILM NUMBER: 04737348 BUSINESS ADDRESS: STREET 1: 27317 NW 78 AVENUE STREET 2: N/A CITY: HIGH SPRINGS STATE: FL ZIP: 32643 BUSINESS PHONE: 3864540887 FORMER COMPANY: FORMER CONFORMED NAME: CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT INC DATE OF NAME CHANGE: 19941012 S-8 1 ctds8maguire.txt CTD HOLDINGS MAGUIRE S-8 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) Florida 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) MATTHEW MAGUIRE CONSULTING AGREEMENT (Full Title of Plan) 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(1) Price Offering Fee Registered Per Share Price(2) - ------------------------------------------------------------------------------- $0.001 par value 250,627 $0.399 $100,000.17 $12.67 Common Stock - -------------------------------------------------------------------------------- Totals 250,627 $0.399 $100,000.17 $12.67 - -------------------------------------------------------------------------------- (1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of the Issuer's Common Stock registered hereunder will be adjusted in the event of stock splits, stock dividends or similar transactions. (2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h), on the basis of the high and low prices of the Common Stock as reported by the OTC Electronic Bulletin Board on April 9, 2004.
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS 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 in this Form S-8 by reference: (1) The Company's Annual Report on Form 10-KSB for the year ended December 31, 2003 .. (2) All reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") since the end of the fiscal year covered by the document referred to in (1) above; and (3)The description of the Company common stock which is contained in the registration statement or amendment to any registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating the description. All documents subsequently filed by the registrant pursuant to Sections 13(a) and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement that indicate that all shares of common stock offered have been sold or that deregister all of the shares then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part of it from the date of filing of the 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 607.0850 of the Florida Business Corporation Act ("Section 607.0850") permits indemnification of directors, officers, employees and agents of a corporation under certain conditions and subject to certain limitations. Section 607.0850 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. 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 re spect 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 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 607.0850 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 No. Description 4.1(1) Common Stock Specimen 5.1(2) Opinion Regarding Legality 10.1(2) Matthew Maguire Consulting Agreement 23.1(2) Opinion of Brashear & Assoc., P.L. (included in Exhibit 5.1) 23.2(2) Consent of James Moore & Co., P.L., independent public accountants (1)Filed previously. (2)Filed with this Form S-8. 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 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 and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change of 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 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 registration statement is on Form S-3 or Form S-8, and 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 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 provisions described in Item 6 above, 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 Securities 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 Securities 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 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 High Springs, Florida, on 15th day of April, 2004. CTD HOLDINGS, INC. BY: /s/C. E. "Rick" Strattan - ----------------------------------- C. E. "Rick" Strattan Chief Executive Officer Chief Financial Officer Director 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 Title Date By: /s/ C.E. "Rick" Strattan - ---------------------------------- C.E. "Rick" Strattan Chief Executive Officer April 15, 2004 Chief Financial Officer Director By: /s/ George L. Fails - ---------------------------------- George L. Fails Director April 15, 2004 EX-5.1 3 bbconsent.txt BRASHEAR & ASSOC., P.L. CONSENT April 15, 2004 Securities and Exchange Commission 450 Fifth Avenue, NW Washington, DC 20649 Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by CTD HOLDINGS, INC. ("Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to an aggregate of 250,627 shares of the Common Stock of the Company, par value $0.001 per share (the "Shares") issued pursuant to the Matthew Maguire Consulting Agreement. As special counsel for the Company, we have examined such corporate records, documents and such question of law as we have considered necessary or appropriate for purposes of this opinion and, upon the basis of such examination, advise you that in our opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares and that the Shares being registered pursuant to the Registration Statement, when issued will be duly authorized, legally issued, fully paid and non-assessable. This opinion does not cover any matters related to any re-offer or re-sale of the shares by any Plan Beneficiaries, once properly and legally issued pursuant to the Plan as described in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on our knowledge of the law and facts as of the date hereof. This opinion does not address or relate to any specific state securities laws. We assume no duty to communicate with the Company in respect to any matter which comes to our attention hereafter. Sincerely BRASHEAR & ASSOC., P.L. By: /s/ Bruce Brashear -------------------------------- Bruce Brashear, Esq. EX-10.1 4 macguireconsultingag.txt MACGUIRE CONSULTING AGREEMENT CONSULTING AGREEMENT AGREEMENT made this 2nd day of March, 2004, by and between Matthew Maguire., an individual, with offices at 6435 Manhattan Village Ave., #3l03, Orlando, FL 32835 (the "Consultant"), and CTD Holdings, Inc., a corporation with principal offices at 27317 N.W. 78th Ave, High Springs FL 32643 (the "Client"). WITNESSETH WHEREAS, the Client is a corporation that requires assistance in liquidating certain assets of the corporation consisting of a substantial number of collectable items, including approximately $500,000 of Sport cards, $50,000 of postage stamps and $50,000 worth of coins and currency (the "Collection") and, WHEREAS, the Consultant represents that it is knowledgeable and experienced in the collectable area and has access to various online internet web and auction sites and a soon-to-be-opened retail site in the Orlando Florida area, and is willing and capable of liquidating all or a substantial amount of the Collection for the Client. NOW THEREFORE, by reason of these premises and in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. APPOINTMENT OF THE CONSULTANT: 1.1 The Client hereby appoints the Consultant, to provide the Services (more fully described Exhibit A and made a part of this Agreement) under the terms and conditions set forth herein 1.2 the Consultant agrees to devote the time, attention, knowledge, and skill necessary to carry out its responsibility over the term of this Agreement which shall run for the next Twelve months and as it pertains to the work encompassed in Exhibit A ("Services") of this Agreement. 2. COMPENSATION: 2.1 In consideration of providing Services, the Client agrees to pay the Consultant, $100,000, in cash upon agreement as to the appraised value of the Collection, and a second payment of $50,000 shall be paid after three months and a third payment of $50,000 shall be paid to the Consultant at the six month anniversary of this Agreement. Both the second and third payments Are contingent upon the Client receiving cumulative payments from sales (net of selling expenses) of the Collection totaling $150,000. At the sole option of the Client, S-8 un-restricted shares of Client's common stock (Symbol: CTDH) ("stock") may be used in lieu of cash payments to the Consultant, calculated based upon the average 10 day closing offer (Bid Price) prior to the due date of payment. If the Client chooses to pay in S-8 shares, then the Client agrees to register the Shares promptly after signing of this agreement for resale under the Securities Act of 1933, as amended, pursuant, to a registration statement filed with the Securities and Exchange Commission on Form S-8 (or, if Form S-8 is not then available, such other form of registration statement available), pursuant to the terms of such registration and deliver the calculated number of shares to the Consultant within Seven (7) business days agreement to the appraised value. 2.2 As part of his compensation, the consultant shall have the option to purchase an additional 100,000 free trading shares of Stock at $0.50 per share in increments of 10,000 shares, which shall be registered in the S8 compensation agreement. Any Options not exercised within the 12 months of this Agreement, or any extensions thereto, shall expire and no longer be valid. NOTE; The use of S-8 Stock under this Agreement explicitly prohibits the Consultant to engage in any of the SEC Prohibitions on giving or receiving S-8 shares for consulting activity, including in summary: the promotion of the Client's shares, promote the resale of shares, and the raising of capital, arranging of reverse mergers, and the parties agree to avoid any such prohibitions. 3. TERM 3.1 The term of this Agreement shall be for Twelve (12) consecutive months from the date of agreement to the appraised value of the Collection. 4. OTHER 4.1 Value of the Collection: The Consultant shall provide and pay for, within the first 30 days of this Agreement and appraisal and aggregate inventory of the entire Collection (the "Appraisal") by a bona fide, credentialed appraiser"(s) to set the value base on the orderly sale over the period of this Agreement. The parties then have one week to accept the Appraisal, or if they disagree, either party may hire and pay for their own appraisal and the final Appraisal shall be the average of the two independent appraisals. 4.2 Ownership: The ownership of the Collection shall remain with the Client and shall be on consignment to the Consultant during the term of this Agreement. It shall be the responsibility of the Consultant to maintain proper insurance on the Collection from, theft, fire or damages from other causes that may affect the Collection and Consultant shall name the Client as co-insured and provide the Client proof of such insurance, and such insurance shall commence at the time the Collection(s) leaves Client's premises, until seven (7) days after the Client is notified that the Collection is being returned to the Client's premises. At the end of the term all remaining inventory in the Collection shall be returned to the Client or the current Agreement shall be renegotiated and extended. At any time, the Consultant shall have the option to purchase the remaining part of the Collection at Fifty (50%) of the original Appraisal less any monies paid to the Client. 4.3 Selling Price: The Consultant shall have the right to set the price (however, any price which falls below 75% of any of the leading Guide Books on prices, shall require the written approval of the Client) and shall endeavor to sell the items in the collection for the highest reasonable price. A detailed itemization of the items sold will accompany each monthly statement. 4.4 Proceeds from Sales: All proceeds from sales less sales tax and direct costs (such as salespersons commission and shipping costs) shall be paid to the Client monthly, during the second week of each month for sales from the previous month. 5. CONFIDENTIALITY: 5.1 Both the Consultant and the Client agree that it will not at any time, or in any fashion or manner divulge, disclose or otherwise communicate to any person or corporation, in any manner whatsoever, any information of any kind, nature, or description concerning any matters affecting or relating to the business of each others company. This includes its method of operation, or its plans, its processes, or other data of any kind or nature that they know, or should have known, is confidential and not already information that resides in the public domain. 5.2 Both the Client and the Consultant expressly agree that confidentiality of these matters is extremely important and gravely affect the successful conduct of business of each company, and its goodwill, and that any breach of the terms of this section is a material breach of this Agreement. 6. TERMINATION: 6.1 The Client and/or the Consultant have the right to terminate this Agreement at any time with 90 days written notice for cause, on the basis of the other's incompetence, misconduct, inattention to business, or noncompliance with the provisions of this Agreement. 6.2 This Agreement may also be terminated by the mutual agreement of the parties, or after the initial term by either party but may not be terminated arbitrarily by the Client or Consultant. Regardless of the reason of termination of this Agreement, the Client and the Consultant agree to continue to observe the terms and conditions of Section 2.4 and 5 of this Agreement, and the Client agrees to pay the Consultant all monies owed upon return, at the Consultant's expense, of the appraised Collection, less items documented as sold. 7. ENTIRE AGREEMENT: 7.1 This written Agreement contains the sole and entire agreement between the parties. It supersedes any and all agreements by and between the parties. The parties acknowledge and agree that neither has made any representation with respect to the subject matter of this Agreement or induced in any way the execution and delivery of this Agreement except as expressly stated in the terms of this Agreement. The parties further acknowledge that any previous statements or representations made by either party to the other are now null and void and of no effect. 8. ARBITRATION: 8.1 It is agreed by the parties that disputes arising out of the execution or interpretation of this Agreement shall be arbitrated under the rules of the American Arbitration Association with meetings held in Florida. If legal action is taken to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees, interest, if applicable, plus arbitration cost for the expense of collection or defense of the action at the discretion of the arbitrator(s). 9. JURISDICTION: 9.1 This Agreement shall be deemed executed in the State of Florida and shall be construed under the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Consultant CTD Holdings, Inc. By: /s/ Matthew Maguire By: /s/ Rick Strattan ------------------- ------------------- Matthew Maguire 3/8/04 Rick Strattan 3/11/04 EX-23.2 5 jmcomacguirconsent.txt JAMES MOORE & CO., P.L. CONSENT CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-8 (File No. __) of our report dated January 23, 2003, on our audit of the financial statements of CTD Holdings, Inc. We also consent to the reference to our firm under the caption "Experts." JAMES MOORE & CO., P.L. /s/ James Moore & Co., P.L. Gainesville, Florida April 15, 2004 -----END PRIVACY-ENHANCED MESSAGE-----