UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMENDMENT NO. 1
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)
ALAN C. FERGUSON 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
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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 100,000 $0.37 $37,000 $4.69
Common Stock
- -------------------------------------------------------------------------------------------------
Totals 100,000 $0.37 $37,000 $4.69
- -------------------------------------------------------------------------------------------------
(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
March 23, 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) The Company's Quarterly Reports for nine months ended September 30,
2003.
(3) 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
(4)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 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. Section
145 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 or another enterprise if serving at a the request 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 respect 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 of chancery or 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 145 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(1) Alan C. Ferguson Consulting Agreement
23.1(1) 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 wold 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 29th day of March, 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
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C.E. "Rick" Strattan Chief Executive Officer March 29, 2004
Chief Financial Officer
Director
By: /s/ George L. Fails
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George L. Fails Director March 29, 2004