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)
Delaware 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)
LOUIS S. WELTMAN EMPLOYMENT 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
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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 600,000 $0.0593 $35,580 $2.54
Common Stock
- -------------------------------------------------------------------------------------------------
Totals 600,000 $0.0593 $35,580 $2.54
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(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
January 7, 2010.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I of form S-8 (plan
information and registrant information and employee plan annual information)
will be sent or given to employees as specified by Securities and Exchange
Commission Rule 428(b)(1). Such documents need not be filed with the Securities
and Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporate by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2008, filed pursuant to the Exchange Act.
(b) The Company's Quarterly Report on Form 10-Q for quarter ended March
31, 2009, filed pursuant to the Exchange Act. .
(c) The Company's Quarterly Report on Form 10-Q for quarter ended June
30, 2009, filed pursuant to the Exchange Act.
(d) The Company's Quarterly Report on Form 10-Q for quarter ended
September 30, 2009, filed pursuant to the Exchange Act.
(e) 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
(a) above; and
(f)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 filed by the Company with the Commission pursuant to Sections
13(a) and 15(d) of the Exchange Act, after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of it from the date of
filing of the 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 in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.
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 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's board of directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages resulting from breach of
fiduciary duty as a director, except for liability:
o for any breach of the director's duty of loyalty to the Registrant or its
stockholders, o for acts or omissions not in good faith or that involved
intentional misconduct or a knowing violation of law,
o under Section 174 of the Delaware General Corporation Law regarding
unlawful dividends and stock purchases, or o for any transaction from which
the director derived
an improper personal benefit.
As permitted by the Delaware General Corporation Law, the Registrant's bylaws
provide that:
o the Registrant is required to indemnify its directors and officers to the
fullest extent permitted by the Delaware General Corporation Law, subject
to very limited exceptions,
o the Registrant may indemnify its other employees and agents as set forth in
the Delaware General Corporation Law,
o the Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the fullest
extent permitted by the Delaware General Corporation Law, subject to very
limited exceptions, and
o the rights conferred in the bylaws are not exclusive.
The Registrant has entered into indemnification agreements with its directors
and officers to provide such directors and officers additional contractual
assurances regarding the scope of the indemnification set forth in the
Registrant's certificate of incorporation and bylaws and to provide additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director, officer or employee of the Registrant regarding which
indemnification is sought.
The indemnification provision in the Registrant's certificate of incorporation,
bylaws and the indemnification agreements entered into or to be entered into
between the Registrant and each of its directors and officers may be
sufficiently broad to permit indemnification of the Registrant's directors and
officers for liabilities arising under the Securities Act.
The Registrant has directors' and officers' liability insurance for securities
matters.
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(1)
5.1(2) Opinion Regarding Legality(2)
10.1(2) Louis S. Weltman Employment Agreement(2)
23.1(2) Opinion of Brashear, Marsh, Kurdziel & McCarty, P.L. (included in
Exhibit 5.1)(2)
23.2(2) Consent of Bauman, Raymondo & Company, P.A., 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;
(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; and
(iii))to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant
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, 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 which 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
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 ________ day of January, 2010.
CTD HOLDINGS, INC.
BY: /s/C. E. "Rick" Strattan
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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
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C.E. "Rick" Strattan Chief Executive Officer January 18, 2010
Chief Financial Officer
Director
By: /s/ George L. Fails
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George L. Fails Director January 18, 2010