CTD HOLDINGS, INC.
27317 NW 78th Avenue
High Springs, Florida 32643
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 22, 2004
The Annual Meeting of Shareholders of CTD Holdings, Inc., a Florida corporation
(the "Company"), will be held at 27317 NW 78th Avenue, in the city of High
Springs, Florida 32643, on Monday, November 22, 2004, at 10:00 AM local time,
for the transaction of the following business:
(1) To elect directors to the Board of Directors of the Company.
(2) To ratify the selection of James Moore & Co. as the Company's independent
auditor for the fiscal year 2005.
(3) To transact such other business as may properly come before the meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on October 27, 2004, as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at, the Annual Meeting and/or any adjournment or adjournments
thereof. Only holders of record of Common Stock at the close of business on
October 27, 2004, will be entitled to notice of, and to vote at, the Annual
Meeting and/or any adjournment or adjournments thereof.
In order to assure that your interests will be represented, whether or not you
plan to attend the Annual Meeting in person, please complete, date and sign the
enclosed form of proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ C.E. Rick Strattan
C.E. Rick Strattan
President
October 29, 2004
CTD HOLDINGS, INC.
27317 NW 78th Avenue
High Springs, Florida 32643
(386) 454-0887 Fax (386) 454-8134
E-mail ctd@cyclodex.com
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
November 22, 2004
This proxy statement and accompanying form of proxy will be mailed to holders of
Common Shares on or about October 29, 2004. They are furnished in connection
with the solicitation by the Board of Directors (hereinafter sometimes referred
to as the "Board") of CTD Holdings, Inc. (hereinafter sometimes referred to as
the "Company"), of proxies for use at the Annual Meeting of Shareholders of the
Company to be held on November 22, 2004, at 10:00 AM EST, at 27317 NW 78th
Avenue, High Springs, Florida 32643, and at any adjournment or adjournments
thereof.
At the Annual Meeting, the shareholders of the Company will be asked to consider
and vote (1) to approve the election of two (2) directors to serve until the
next annual meeting and (2) to ratify the selection of James Moore & Co. as the
Company's independent auditor for the fiscal year 2005. The Board of Directors
recommends you vote "FOR" these proposals.
VOTING INFORMATION
The Board of Directors has fixed the close of business on October 27, 2004, as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting and at any adjournment thereof. Accordingly, only
holders of record of common shares at the close of business on the record date
will be entitled to receive notice of, and to vote at, the meeting. On any
matter which may properly come before the meeting, holders of common shares of
record on the record date are entitled to one vote per share. On the record
date, October 27, 2004, 6,478,984 common shares representing 6,478,984 votes and
one share of Series A Preferred representing 6,743,400 votes, were issued and
outstanding.
Shareholders who do not plan to be present at the Annual Meeting are requested
to date and sign the enclosed form of proxy and return it in the return envelope
provided. All common shares which are represented at the meeting by properly
executed proxies received prior to or at the meeting and not revoked will be
voted in accordance with the instructions indicated in such proxies. If no
instructions are indicated, such proxies will be voted "FOR" election of the
nominees listed therein as directors of the Company who will constitute the
entire Board of Directors of the Company, and "FOR" ratifying the selection of
James Moore & Co. as the Company's auditors for the 2005 fiscal year.
Under applicable provisions of the Florida Business Corporation Act, business to
be considered at the Annual Meeting is confined to that business described in
the notice of meeting to which this proxy statement is attached. Thus, the
matters to come before the meeting will be limited to those matters described in
the notice. All proxies presented at the Annual Meeting, whether given to vote
in favor of or against the foregoing proposals, will, unless contrary written
instructions are noted on the form of proxy, also entitle the persons named in
such proxy to vote such proxies in their discretion on any proposal to adjourn
the meeting or otherwise concerning the conduct of the meeting.
Shareholders have the right to revoke their proxies by notifying the Secretary
of the Company in writing at any time prior to the time the common shares
represented thereby are actually voted. Proxies may be revoked by (i) filing
with the Secretary of the Company, before the vote is taken at the Annual
Meeting, either a written notice of revocation bearing a later date than the
proxy, or a duly executed proxy relating to the same shares bearing a later date
than the other proxy, or (ii) attending the Annual Meeting and voting in person
(although attendance at the meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking a proxy or subsequent proxy
should be sent to CTD Holdings, Inc., 27317 NW 78th Avenue, High Springs,
Florida 32643, Attention: Secretary.
Under the applicable provisions of the Florida Business Corporation Act and the
Company's By-Laws, if a quorum is present, the favorable vote of a simple
majority of the votes cast by holders of Common Stock, voting in person or by
proxy, at the Annual Meeting will be required in order to approve the matters
referred to in proposals (1) and (2) below.
PROPOSAL 1 - ELECTION OF DIRECTORS
Two (2) directors, constituting the entire Board of Directors, is proposed to be
elected to serve until the next Annual Meeting of shareholders, or until a
successor shall be elected and shall qualify. The following persons are proposed
to be nominated:
Principal Occupation Year First
and Other Major Became
Name, Age Age Affiliations Director
C.E. Rick Strattan 58 President, CEO and Chairman 1990
George L. Fails 57 Operations Manager 2001
C.E. Rick Strattan, President, CEO and Director since 1990. Mr. Strattan served
as treasurer of the Company from August, 1990, to May, 1995. From November 1987
through July 1992, Mr. Strattan was with Pharmatec, Inc., where he served as
Director of Marketing and Business Development for CDs. Mr. Strattan was
responsible for CD sales and related business development efforts. From
November, 1985 through May, 1987, Mr. Strattan served as Chief Technical Officer
for Boots-Celltech Diagnostics, Inc. He also served as Product Sales Manager for
American Bio-Science Laboratories, a Division of American Hospital Supply
Corporation. Mr. Strattan is a graduate of the University of Florida receiving a
B.S. degree in chemistry and mathematics, and has also received an MS degree in
Pharmacology, and an MBA degree in Marketing/Computer Information Sciences, from
the same institution. Mr. Strattan has written and published numerous articles
and a book chapter on the subject of Cyclodextrins.
George L. Fails, Operations Manager CTD, Inc. since 2000. Mr. Fails currently
serves as Operations Manager for CTD, Inc. Prior to joining the Company, Mr.
Fails served as a Detective Sergeant with the Veterans Administration Hospital
in Gainesville, Florida, with special duties as a Predator Officer with the US
Marshall's Service. From 1965 until his retirement in 1986, Mr. Fails served
with the US Army Special Forces, including several tours in Viet Nam, Salvador,
and Angola. Mr. Fails also served two years with a United States intelligence
arm. Mr. Fails received his BA from the University of the Philippines, and has
also received degrees from 43 Military schools, as well as the Federal Police
Academy in Little Rock, Arkansas.
The principal occupation of the nominees during at least the last five years is
that shown in the table above. If the nominees for directors should become
unavailable for election (which the Board of Directors has no reason to believe
will be the case), the shares represented by the enclosed proxy will be voted
for such substitute nominees as may be nominated by the Board of Directors.
Directors, including directors also serving the Company in another capacity and
receiving separate compensation therefore shall be entitled to receive from the
Company as compensation for their services as directors such reasonable
compensation as the board may from time to time determine, and shall also be
entitled to reimbursements for any reasonable expenses incurred in attending
meetings of directors. To date, the Board of Directors has received no
compensation, and no attendance fees have been paid.
The Board of Directors recommends that all shareholders vote "FOR" approval of
the two nominees to the Company's Board of Directors.
PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITORS
The Audit Committee has selected James Moore & Co. as the Company's independent
auditor for the 2005 fiscal year, and the Board is asking shareholders to ratify
that selection. Although current law, rules and regulations, as well as the
charter of the Audit Committee, require the Company's independent auditor to be
engaged, retained and supervised by the Audit Committee, the Board considers the
selection of the independent auditor to be an important matter of shareholder
concern and is submitting the selection of James Moore & Co. for ratification by
shareholders as a matter of good corporate practice.
The affirmative vote of holders of a majority of the shares of common stock
represented at the meeting is required to approve the ratification of the
selection of James Moore & Co. as the Company's independent auditor for the
current fiscal year.
The Board of Directors recommends that all shareholders vote "FOR" the
ratification of James Moore & Co. as the Company's independent auditors for the
2005 fiscal year.
OWNERSHIP OF SECURITIES
Our voting securities are currently comprised of our common stock. The holders
of our shares of common stock are entitled to one vote for each outstanding
share on all matters submitted to our shareholders. The following table contains
information regarding record ownership of our voting securities as of October
28, 2004 held by persons who own beneficially more than 5% of our outstanding
common stock; our directors; named executive officers; and all of our directors
and officers as a group.
A person is deemed to be the beneficial owner of securities that can be acquired
by such a person within 60 days from June 30, 2004 upon exercise of options,
warrants or convertible securities. Each beneficial owner's percentage ownership
is determined by assuming that options, warrants and convertible securities that
are held by such a person (but not those held by any other person) and are
exercisable within 60 days from that date have been exercised. Unless otherwise
indicated, the address of each of the listed beneficial owners identified is
27317 N.W. 78 Avenue, High Springs, Florida 32643.
Name of Amount and Nature of Percentage Percentage
Beneficial Owner Beneficial Ownership Common Preferred
C.E. Rick Strattan(1) 1,400,051 Common 20.78%
1 Series A Preferred 100%
George L. Fails (2) 140,464 Common 2.00% 0%
All officers and directors 1,540,515 Common 22.78%
as a group (two persons) 1 Series A Preferred 100%
(1) The shares of common stock beneficially owned by Mr. Strattan include
502,318 shares which are issuable to Mr. Strattan pursuant to the terms of his
2004 employment agreement.
(2) The shares of common stock beneficially owned by Mr. Fails includes 100,464
shares which are issuable to Mr. Fails pursuant to the terms of his
2004employment agreement.
COMPLIANCE WITH SEC REPORTING REQUIREMENTS
Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding more than five percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in their ownership to the
Securities and Exchange Commission ("SEC"). Specific due dates have been
established by the SEC, and the Company is required to disclose in this Proxy
Statement any failure to file by those dates. Based upon (i) the copies of
Section 16(a) reports that the Company received from such persons for their 2003
fiscal year transactions and (ii) the written representations received from one
or more of such persons that no annual Form 5 reports were required to be filed
for them for the 2003 fiscal year, the Company believes that there has been
compliance with all Section 16(a) filing requirements applicable to such
officers, directors, and five-percent beneficial owners for such fiscal year.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The Board of Directors sets the compensation of the Chief Executive Officer,
reviews the design, administration and effectiveness of compensation programs
for other key executives, and approves stock option grants for all executive
officers. The Board of Directors believes that compensation programs should be
designed to attract, motivate and retain talented executives, and should be
determined within a competitive framework and based on the achievement of
designated financial targets, individual contribution, customer satisfaction and
financial performance relative to that of the Company's competitors. Within this
overall philosophy, the Company's objectives are to: Offer a total compensation
program that takes into consideration the compensation practices of a group of
peer companies and other selected companies with which the Company competes for
executive talent (the "Peer Companies"); Provide annual variable incentive
awards that take into account the Company's overall financial performance in
terms of designated corporate objectives, as well as individual contributions
and customer satisfaction; Align the financial interests of executive officers
with those of shareholders by providing significant equity-based, long-term
incentives. The three major components of the Company's executive officer
compensation are: (i) base salary, (ii) variable incentive awards, and (iii)
long-term, equity-based incentive awards. The base salary for each executive
officer is determined at levels considered appropriate for comparable positions
at Peer Companies. To reinforce the attainment of Company goals, the Board of
Directors believes that a substantial portion of the annual compensation of each
executive officer should be in the form of variable incentive pay. The Board of
Directors evaluates Company performance based on both revenue and profit before
interest and taxes that must be attained before any incentives are awarded. The
Board of Directors determines the size of long-term, equity-based incentives
according to each executive's position within the Company and sets a level it
considers appropriate to create a meaningful opportunity for stock ownership. In
addition, the Board of Directors takes into account an individual's recent
performance, potential for future responsibility and promotion, and the number
of unvested options held by each individual at the time of the new grant.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation earned, by the Company's Chief
Executive Officers for services rendered in all capacities to the Company and
its subsidiaries for each of the last three fiscal years. The individuals
included in the table will be collectively referred to as the "Named Officers."
SUMMARY COMPENSATION TABLE
(three fiscal years ended December 31, 2000, 2001 and 2003)
Annual Long-Term
Compensation Compensation
Other Annual All Other
Name and Position Year Salary Bonus Compensation Compensation
-------------------------------------------------------------------------------------------------------------
C.E. Rick Strattan 2003 $ 36,000 -0- $50,000 $ -0-(1)
President, CEO 2002 $ 33,346 -0- -0- $ -0-
Chairman 2001 $ 835 -0- -0- $ 59,687(2)
George L. Fails 2003 $ 20,836 -0- -0- $ -0-
Operations Manager 2002 $ 20,000 -0- -0- $ -0-
2001 $ 20,000 -0- -0- $ -0-
(1) Reflects grants of 1,000,000 shares
(2) Reflects grants of 800,000 shares
On October 14, 2003, the Company entered into a one-year Employment Agreement
with C.E. Rick Strattan, the Company's president, with an annual salary of
$36,000 and $5,000 per month in restricted common shares of the Company based on
80% of the closing value of the Company's shares on the last day of the month in
which the shares are awarded. No shares were awarded under the Employment
Agreement in 2003. As of September 30, 2004, 502,318 shares have been awarded
pursuant to the Employment Agreement. The Company has agreed to register Mr.
Strattan's shares awarded pursuant to his employment contract.
Effective January 1, 2004, the Company entered into a one-year Employment
Agreement with George L. Fails to serve as Operations Manager. Mr. Fails is
compensated $1,900 monthly, plus $1,000 per month in restricted common shares of
the Company, based on 80% of the closing value of the Company's shares on the
last day of the month in which the shares are awarded. As of September 30, 2004,
100,464 shares have been awarded pursuant to the Employment Agreement.
On November 17, 2003, the Company entered into an agreement with Big Apple
Consulting of Longwood, Florida, to provide PR/IR and financial consulting
services. The term of the contract was for six months. Mr. Strattan transferred
500,000 common shares held by him to Big Apple as a consulting fee.
SHAREHOLDER PROPOSALS FOR 2004 PROXY STATEMENT
Shareholder proposals that are intended to be presented at the Company's Annual
Meeting of Shareholders to be held in 2005 must be received by the Company no
later than July 1, 2005, in order to be included in the proxy statement and
related proxy materials. Please send any such proposals to CTD Holdings, Inc.,
27317 NW 78th Avenue, in the city of High Springs, Florida 32643, Attn: Investor
Relations. In addition, the proxy solicited by the Board of Directors for the
2005 Annual Meeting of Shareholders will confer discretionary authority to vote
on any shareholder proposal presented at that meeting.
FORM 10-KSB
THE COMPANY WILL MAIL FOR THE COST OF POSTAGE, UPON WRITTEN REQUEST, A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER
31, 2003, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES, AND LIST OF EXHIBITS.
REQUESTS SHOULD BE SENT TO CTD HOLDINGS, INC., 27317 NW 78th AVENUE, IN THE CITY
OF HIGH SPRINGS, FLORIDA 32643, ATTN: INVESTOR RELATIONS.
OTHER MATTERS
The Board knows of no other matters to be presented for shareholder action at
the Annual Meeting. However, if other matters do properly come before the Annual
Meeting or any adjournments or postponements thereof, the Board intends that the
persons named in the proxies will vote upon such matters in accordance with
their best judgment.
Proxies are being solicited by and on behalf of the Board of Directors. The cost
of soliciting these proxies will be borne by the Company. In addition to the
solicitation of these proxies by mail, the Company will request banks, brokers
and other record holders to send proxies and proxy material to the beneficial
owners of the stock and secure their voting instructions. If necessary, the
Company may also use individuals, who will not be specifically compensated, to
solicit proxies from shareholders, either personally or by telephone, telegram
or letter. The Board and officers are not aware of any other matters which may
be presented for action at the meeting, but if other matters do properly come
before the meeting, it is intended that the shares of Common Stock, represented
by proxies in the accompanying form will be voted by the persons named in the
proxy in accordance with their best judgment.
You are cordially invited to attend this meeting. However, whether you plan to
attend the meeting or not, you are respectfully urged to sign and return the
enclosed proxy, which may be revoked if you are present at the meeting and so
request.
CTD HOLDINGS, INC.
/s/ C.E. Rick Strattan
C.E. Rick Strattan
President
October 29, 2004
PROXY
CTD Holdings, INC.
This Proxy is Solicited by the Board of Directors for the
Annual Meeting of Shareholders to be Held November 22, 2004
The undersigned hereby appoints C.E. Rick Strattan, with individual power of
substitution and revocation, to vote all common shares of CTD Holdings, Inc.
(the "Corporation") which the undersigned would be entitled to vote, if
personally present at the Annual Meeting of shareholders to be held at 27317 NW
78th Avenue, in the city of High Springs, Florida 32643, on November 22, 2004,
and any adjournment thereof, upon matters indicated below as described in the
Notice of Annual Meeting of Shareholders and accompanying Proxy Statement dated
October 29, 2004.
This Proxy will be voted in accordance with the instructions as indicated below.
If no instructions are given, this Proxy will be voted "FOR" approval of the two
nominees to the Corporation's Board of Directors, and "FOR" the ratification of
the selection of James Moore & Co. as the Corporation's independent auditors for
the 2005 fiscal year.
Please sign where indicated and return this Proxy promptly in the
enclosed envelope.
1. Election of two (2) Directors: C.E. Rick Strattan and George L. Fails.
FOR AGAINST ABSTAIN
---------- ----------- -----------
For all nominees except as noted:
2. Ratification of the selection of James Moore & Co. as the Corporation's
independent auditors for the 2005 fiscal year.
FOR AGAINST ABSTAIN
----------- ----------- -----------
Please sign exactly as name appears on address label. Executors, administrators,
guardians, trustees, attorneys, and officers or representatives should give full
title. For joint owners, each owner should sign.
________________________ _________________________________________, 2004
Signature Printed Name Date
________________________ _________________________________________, 2004
Signature Printed Name Date