As filed with the Securities and Exchange Commission on May 22, 2000
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Cuidao Holding Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 65-0639616
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2951 Simms Street
Hollywood, FL 33020
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(Address of Principal Executive Office) (Zip Code)
Cuidao Holding Corp.
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2000 Employee/Consultant Stock Compensation Plan
Donald F. Mintmire, Esq.
Mintmire & Associates
265 Sunrise Avenue
Palm Beach, Florida 33480
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(Name and Address of Agent for Service)
(561) 832-5696
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(Telephone Number, Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered (2) Per Share(1) Price(1) Fee(1)
Common Stock,
$.0001 par value 1,000,000 $1.00 $1,000,000 $264
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for th purpose of
calculating the Registration fee, which is based on the book value of the
Company's Common Stock on March 31, 2000. Although book value is estimated
to be less than $1.00 per share, this value is assigned solely for purposes
for calculating fees
(2) Represents the maximum number of shares which may be issue under the Cuidao
Holding Corp. 2000 Employee/Consultant Stock Compensation Plan (the
"Plan").
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AND NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference.
The following documents of Cuidao Holding Corp., a Florida corporation
(the "Company"), filed with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB, for the
Company's fiscal year ended December 31, 1999 filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) All reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the Company's fiscal year ended December 31,
1999.
(c) The description of the Company's Common Stock registered
under the 1934 Act contained in the Company's Registration Statement on Form
SB-2 (File No. 0-19492), which became effective in December 1998.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 since the
Company's fiscal year ended December 31, 1999.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
Item 4: Description of Securities.
Not applicable.
Item 5: Interests of the Named Experts and Counsel.
Not applicable.
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Item 6: Indemnification of Directors and Officers.
The Company's Articles of Incorporation and Bylaws require the
company to indemnify its directors and officers to the fullest extent permitted
by Florida law. Florida law presently provides that in the case of a
nonderivative action (that is, an action other than by or in the right of a
corporation to procure a judgment in its own favor), a corporation has the power
to indemnify any person who was or is a party or is threatened to be made a
party to any proceeding by reason of the fact that the person is or was an agent
of the corporation, against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with the proceeding if
that person acted in good faith and in a manner the person reasonably believed
to be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe that the conduct of the person
was unlawful. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent does not, of
itself, create a presumption that the person did not act in good faith and in a
manner that the person reasonably believed to be in the best interests of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.
With respect to derivative actions, Florida law provides that a
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was an agent of the corporation, against
expenses actually and reasonably incurred by that person in connection with the
defense or settlement of the action if the person acted in good faith, in a
manner the person believed to be in the best interest of the corporation and its
shareholders. Indemnification is not permitted to be made in respect of any
claim, issue, or matter as to which the person shall have been adjudged to be
liable to the corporation in the performance of that person's duty to the
corporation and its shareholders, unless and only to the extent athat the court
in which the proceeding is or was pending determines that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses, and then only to the extent that the court shall
determine.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
Number Description
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5.1 * Opinion of Mintmire & Associates
10.35 * Cuidao Holding Corp. 2000 Employee/Consultant Stock Compensation Plan
23.1 * Consent of Baum & Company
23.2 Consent of Mintmire & Associates (contained in Exhibit 5.1)
(* Filed herewith)
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 this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to such information 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; and
(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 registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 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, 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 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 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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, on April 11, 2000.
CUIDAO HOLDING CORP.
By: /s/ C. Michael Fisher
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C. Michael Fisher, President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following person in the capacities and on the
dates indicated.
/s/ C. Michael Fisher April 11, 2000
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C. Michael Fisher, Chairman of the Board,
President and Chief Financial Officer
/s/ Francis J. Hornik, Jr. April 11, 2000
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Francis J. Hornik, Jr., Director
/s/ Thomas J. Dobson April 11, 2000
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Thomas J. Dobson, Director
/s/ Robert H. Walker April 11, 2000
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Robert H. Walker, Director
/s/ Carl E. Shubert April 12, 2000
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Carl E. Shubert, Director
EXHIBIT 5.1
May 22, 2000
Board of Directors
Cuidao Holding Corp.
2951 Simms Street
Hollywood, Florida 33020
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about May 22,
2000, in connection with the registration under the Securities Act of 1933, as
amended, of 1,000,000 shares of the Company's Common Stock, $.0001 par value,
(the "Stock") to be sold by you pursuant to the Company's 2000
Employee/Consultant Stock Compensation Plan. (the "Plan").
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the Plan.
It is our opinion that the 1,000,000 shares of the Stock that may be issued and
sold by the Company pursuant to the Plan, when issued and sold in the manner
provided in the Plan, will be validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Mintmire & Associates
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MINTMIRE & ASSOCIATES
EXHIBIT 10.35
2000 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Cuidao Holding Corp., by
allowing the Company to compensate consultants and certain other Employees who
have provided bona fide services to the Company, through the award of Common
Stock of the Company.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to
purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of the Company.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the Common Stock of the Company.
5. "Date of Grant" means the day the Board of Directors authorized the grant of
an Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective.
6. "Consultant" means any person or entity (i) who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, are in a position to make, or who have previously made, a significant
contribution to the success of the Company.
7. "Subsidiary" means any corporation that is a subsidiary with regard to as
that term is defined in Section 424(f) of the Code.
III EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is April 1, 2000
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of this Plan,
and will grant Awards under this Plan. Subject to the express provisions of this
Plan and applicable law, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
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determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration of
this Plan unless it resulted from the member's willful misconduct.
V. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 1,000,000 shares which number represents 1,000,000 shares not
yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems advisable.
II. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees and Consultants.
II. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have complete
discretion to determine when and to which Consultants and Employees Awards are
to be granted, and the number of shares of Common Stock as to which Awards
granted to each Consultant and Employee will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation, the
date of exercisability, exercise price and term of any Award which constitutes
an option or warrant to purchase Common Stock). No grant will be made if, in the
judgment of the Board of Directors, such a grant would constitute a public
distribution within the meaning of the Securities Act of 1933, as amended (the
"Act"), or the rules and regulations promulgated thereunder.
II. DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award, the Company
shall deliver to the person who is the recipient of the Award, a certificate or
certificates registered in that person's name, representing the number of shares
of Common Stock that were granted. If applicable, each certificate shall bear a
legend to indicate that the Common Stock represented by the certificate was
issued in a transaction which was not registered under the Act, and may only be
sold or transferred in a transaction that is registered under the Act or is
exempt from the registration requirements of the Act.
IX. RIGHT TO CONTINUED ENGAGEMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.
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X. LAWS AND REGULATIONS.
1. The obligation of the Company to sell and deliver shares of Common Stock on
the grant of an Award under this Plan shall be subject to the condition that
counsel for the Company be satisfied that the sale and delivery thereof will not
violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of the
Securities Exchange Act of 1934, as amended.
XI. TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.
XII. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together with a copy
of the resolution or resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any, of participation.
EXHIBIT 23.1
BAUM & COMPANY, P.A.
Certified Public Accountants
1515 University Drive - Suite 209
Coral Springs, Florida 33071
(954) 752-1712
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement on Form
S-8 for the registration of 1,000,000 shares of Cuidao Holding Corp. common
stock under the 2000 Employee/Consultant Stock Compensation Plan and to the
incorporation by reference therein of our report dated May 12, 2000 relating to
the financial statements which appear in the Annual Report on Form 10K for the
year ended December 31, 1999.
/s/Baum & Company, PA
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Baum & Company, P.A.,
Independent Public Accountants.
Coral Springs, Florida
May 22, 2000
