-----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, HnzkgHjLTDLuB/NYvG1mcL6zuLkPKTFvAW33VVBhWWqlT6QN0W7EfAnul2as7OuM kJyIaODHjNzr8A81nMCuzw== 0000922247-05-000016.txt : 20050922 0000922247-05-000016.hdr.sgml : 20050922 20050922111703 ACCESSION NUMBER: 0000922247-05-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050916 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050922 DATE AS OF CHANGE: 20050922 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25466 FILM NUMBER: 051097380 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 8-K 1 ctdhelineaddendum.txt CTD HOLDINGS 8K -- ELINE ADDENDUM ADDENDUM TO SHARE EXCHANGE AGREEMENT THIS ADDENEDUM (the "Addendum"), dated September 16, 2005, shall serve to amend the below listed terms of the SHARE EXCHANGE AGREEMENT (the "Agreement") dated August 11, 2005, by and between Eline Entertainment Group, Inc., a Nevada corporation ("Eline"), CTD Holdings, Inc., a Florida corporation ("CTDH"), and Rick Strattan ("Strattan"), the President, CEO, Chairman and majority shareholder of CTDH, therein removing paragraphs 7 and 11 of the Agreement dated August 11, 2005 and inserting the respective paragraphs listed below as of the first date listed above. 7. OPERATION OF CTDH AFTER CLOSING. (a) Strattan is the principal executive officer of CTDH, responsible for its business and operations. After the Closing, Strattan will continue to fulfill those duties in the same manner and with the same devotion of substantially all of his time and efforts in fulfilling his fiduciary obligations in such capacity. Strattan shall have autonomous control over the CTD, Inc. operating subsidiary and acquisitions further expanding the cyclodextrin businesses, divisions and direction, and specifically as contemplated in paragraph 7(d) herein, that autonomous control shall apply to all matters including day-to-day operations. It is understood by all parties hereto that such autonomous control is due to Strattan's extensive expertise, contacts and experience in the cyclodextrin area and such autonomous control shall apply to the day-to-day operations of the cyclodextrin-based business. Further, CTDH shall consult with Strattan in all future acquisitions by CTDH prior to closing of such anticipated acquisitions. (b) Strattan will submit operating budgets to Eline for its approval, which such approval will not be unreasonably withheld, and Eline and Strattan shall agree regarding the hiring or retention of any employees or consultants that are not involved in the day-to-day operations of the CTDH. (c) Effective with the Closing Date, Eline will charge CTDH from time to time for normal corporate overhead attributable to the administration of CTDH. (d) Subsequent to the Closing Date, Eline, at its own discretion, will advance CTDH at various times and in various amounts an aggregate of up to one million five hundred thousand dollars ($1,500,000) to be used by CTDH for the acquisition of Cyclolab R&D Labs of Budapest, Hungary. Such funding is also subject to the completion of satisfactory due diligence on the part of Eline with respect to both Cyclolab R&D Labs and CDTH. 11. DISTRIBUTION OF CDTH BUSINESS OPERATIONS. In conjunction with this agreement and the terms of the Exchange of Shares pursuant to Paragraph 2 and the Operation of CDTH After Closing pursuant to Paragraph 7 (d), it is contemplated that Eline and CDTH will attempt to acquire other businesses entities operating in the cyclodextrin and bio-tech industries that compliment or augment the current business operations of CTDH. In the event Eline or CTDH is unable to consummate such transactions and achieve this goal within one year from date of the closing herein, or as otherwise agreed upon between the parties, Eline, at its sole discretion, may take such actions as may be appropriate to distribute the business of CTDH to the stockholders of CTDH. At Eline's sole discretion, such distribution shall be accomplished through one of the following two methods: (a) Strattan will return to Eline 100,000 shares of the Eline Common Stock in exchange for the return to Strattan of the one share of Series A preferred stock of CTDH, which share represents controlling interest in the voting securities of CTDH, or; (b) Eline shall undertake the creation of a newly formed entity having the identical capital structure of CTDH, wherein such newly formed entity shall distribute to CDTH shareholders its common stock on a basis equal to the number of shares held by such shareholders in CTDH as of the record date for such distribution, as well as distribute to Strattan shares of a preferred stock having the rights and preferences equivalent to those of the share of Series A preferred stock of CTDH, including controlling interest in the voting securities of the newly formed entity. Further, Eline shall take such steps necessary to ensure that the new entity is publicly traded on the OTC Bulletin Board, emulating the current status of CTDH. Moreover, Eline shall retain an interest of 20% of the common stock of such newly formed entity on a fully diluted basis. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first above written. ELINE ENTERTAINMENT GROUP, INC. By: /s/ Barry A. Rothman ----------------------------- Barry A. Rothman, President ELINE HOLDING GROUP, INC. By: /s/ Jayme Dorrough ----------------------------- Jayme Dorrough, Sole Director CTD HOLDINGS, INC. By: /s/ C.E. Rick Strattan ----------------------------- Rick Strattan, President, CEO & Chairman EX-10 2 ctdh8k2005elineaddendum.txt ELINE CTD ADDENDUM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: September 16, 2005 CTD HOLDINGS, INC. ------------------ (Exact name of registrant as specified in its charter) Florida 0-24930 59-3029743 - -------------------------------------------------------------------------------- (State or other Commission File No. IRS Employer Identification No. jurisdiction of incorporation) 27317 NW 78th Avenue, High Springs, Florida, 32643 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 386-454-0887 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1 - Registrant's Business and Operations Item 1.01 Entry Into a Material Definitive Agreement On August 11, 2005, Registrant, Eline Entertainment Group, Inc., a Nevada corporation, Eline Holding Group, Inc., a Nevada corporation, and Rick Strattan, individually, (collectively, the "Parties") entered into a Share Exchange Agreement (the "Agreement"). That Share Exchange Agreement was previously reported on Form 8-K and filed as an attachment with the Securities and Exchange Commission on August 15, 2005. On September 16, 2005, the Parties executed an Addendum to Share Exchange Agreement (the "Addendum") which 1) clarified Rick Strattan's role as principal executive officer in Registrant by substituting new agreed language for the provisions in Paragraph 7 of the Agreement, and 2) clarified the distribution of Registrant's business operations in the event Eline or Registrant are unable to consummate the acquisition of cyclodextrin and bio-tech industries within one year of the date after the closing on the transfer of certain shares from Rick Strattan to Eline (the "Closing Date"). The Addendum provides Rick Strattan will maintain autonomous control over Registrant's operating subsidiaries, acquisitions expanding the cyclodextrin business (in consultation with Eline), and the day to day operations thereof. Furthermore, the Addendum provides, in the event Eline or Registrant are unable to consummate the acquisition of cyclodextrin and bio-tech industries within one year after the Closing Date, Eline may, in its sole discretion, distribute the business of Registrant to Registrant's stockholders via one of two methods. Using the first method, Eline may trade its one share of Series A preferred stock in Registrant, which represents controlling interest in Registrant, to Rick Strattan in exchange for 100,000 shares of Eline common stock presently held by Rick Strattan. Using the second method, Eline may create a new entity with a capital structure identical to Registrant (the "Mirror Entity") which is publicly traded on the OTC Bulletin Board; distribute the Mirror Entity's shares to Registrant's shareholders on the basis of one Mirror Entity share for each outstanding share of Registrant; and distribute to Rick Strattan shares of a Mirror Entity preferred stock granting him the same rights, preferences, and controlling interest granted holders of Registrant's Series A preferred stock. Under this method, Eline would retain for itself a twenty (20) percent interest in the common stock of the Mirror Entity. SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS Item 9.01. Financial Statements and Exhibits (10) Material Contracts (10.1) Addendum to Share Exchange Agreement Attached with Eline Entertainment Group, ..................Hereto SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: September 21, 2005 CTD HOLDINGS, INC. Registrant /s/ C.E. Rick Strattan -------------------------------------- C. E. RICK STRATTAN, President, Chief Executive Officer, and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----