As filed with the Securities and Exchange Commission on
November 15, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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TIDALWAVE HOLDINGS INC.
(Exact name of issuer as specified in its charter)
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<TABLE>
<S> <C> <C>
Florida 65-0693777
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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1831 N.E. 45th Street 33308
Ft. Lauderdale, Florida
(Address of Principal Executive Offices) (Zip Code)
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Tidalwave Holdings, Inc.
2000 Nonstatutory Stock Option Plan
(Full title of the Plan)
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Leon Kline, President
Tidalwave Holdings Inc.
1831 N.E. 45th Street
Ft. Lauderdale, Florida 33308
(Name and address of agent for service)
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(954) 255-6753
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copies to:
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Richard I. Anslow & Associates
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
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Approximate date of commencement of proposed sale to the
public: Upon the effective date of this Registration
Statement.
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate Amount of
to be to be price per offering registration
registered registered share(1)(2) price fee (1)
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Common Stock, 5,000,000(3) $0.15 $750,000 $198.00
$.001 par value
</TABLE>
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(1) The fee with respect to these shares has been
calculated pursuant to Rules 457(h) and 457(c) under the
Securities Act of 1933 and based upon the average of the
last price per share of the Registrant's Common Stock on
November 13, 2000, a date within five (5) days prior to the
date of filing of this Registration Statement, as reported
by the OTC Electronic Bulletin Board.
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(2) Estimated solely for the purpose of calculating the
registration fee.
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(3) Represents the maximum number of shares that may be
issued under the above-named
Non-Statutory Stock Option Plan.
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(4) This Registration Statement shall also cover any
additional shares of Common Stock which become issuable
under the above-named Non-Statutory Stock Option Plan being
registered pursuant to this Registration Statement by reason
of any stock dividend, stock split, recapitalization or any
other similar transaction effected without the receipt of
consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
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Documents Incorporated by Reference X Yes No
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PART II
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference in
this Registration Statement and made a part hereof:
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(a) General Form For Registration of Securities of Small
Business issuer on Form 10-SB and all Exhibits thereto filed
pursuant to Section 12(g) of the Exchange Act of 1934, as
amended (the "1934 Act") (File No. 0-26187).
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(b) the Company's Annual Report on Form 10-KSB for the year
ended March 31, 2000 filed with the Commission on July 13,
2000.
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(c) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended June 30, 2000 filed with the Commission on
August 9, 2000, and September 30, 2000 with the Commission
on November 13, 2000.
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(d) All other documents filed by the Company after the
date of this Registration Statement under Section 13(a),
13(c), 14 and 15(d) of the 1934 Act, after the date hereof
and prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities
then remaining in the Registration Statement and to be part
thereof from the date of filing of such documents. (a)
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Item 4. Description of Securities.
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Not Applicable.
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Item 5. Interest of Named Experts and Counsel.
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Certain legal matters in connection with the Common Shares
being registered herein will be passed upon for the Company
by Richard I. Anslow & Associates, 4400 Route 9, 2nd Floor,
Freehold, New Jersey 07728. Richard I. Anslow, the
principal of Richard I. Anslow & Associates presently owns
260,294 shares of the Company's Common Stock which includes
147,059 shares of the Company's common stock registered for
Mr. Anslow pursuant to another Form S-8 Registration
Statement filed by the Company on September 29, 2000.
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Item 6. Indemnification of Directors and Officers.
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Under Florida law, a director is not personally liable for
monetary damages to the corporation or any other person for
any statement, vote, decision, or failure to act unless (i)
the director breached or failed to perform his duties as a
director, and (ii) a director's breach of, or failure to
perform, those duties constitutes (1) a violation of the
criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (2) a transaction from
which the director derived an improper personal benefit,
either directly or indirectly; (3) a circumstance under
which an unlawful distribution is made; (4) in a proceeding
by or in the right of the corporation or in a proceeding in
which the corporation procures a judgment in its favor or by
or in the right of a shareholder, conscious disregard for
the best interest of the corporation or willful misconduct;
or (5) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and
willful disregard of human rights, safety, or property. A
corporation may purchase and maintain insurance on behalf of
any director or officer against any liability asserted
against him and incurred by him in his capacity or arising
out of his status as such, whether or not the corporation
would have the power to indemnify under Florida law.
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The Company's Bylaws limit, to the maximum extent permitted
by Florida law, the personal liability of directors and
officers for monetary damages for breach of their fiduciary
duties as directors and officers. The Bylaws provide
further that the Company shall indemnify to the fullest
extent permitted by Florida law any person made a party to
any action or proceeding by reason of the fact that such
person was a director, officer, employee or agent of the
Company. The Bylaws also provide that directors and
officers who are entitled to indemnification shall be paid
their expenses incurred in connection with any action, suit
or proceeding in which such director or officer is made a
party by virtue of his being an officer or director of the
Company to the maximum extent permitted by Florida law.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be
permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company of
expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of 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.
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Item 7. Exemption From Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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Number Description
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4.1 Tidalwave Holdings Inc. Nonstatutory Stock Option
Plan.
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5.1 Consent and Opinion of Richard I. Anslow &
Associates.
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23.1 Consent of Earl M. Cohen, C.P.A., P.A.
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Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
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(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
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(b) 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
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(c) 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.
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Provided, however, that paragraphs (1)(a) and (1)(b) 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 this paragraph is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.
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(2) That, for the purpose of determining any liability
under the 1933 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.
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(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.
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(4) That, for purposes of determining any liability under
the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934
Act) that is incorporated by reference in the 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.
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(5) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the 1934 Act; and, where interim financial
information required to be presented by Item 310(b) of
Registration S-B is not set forth in the prospectus, to
deliver, or cause to be delivered, to each person to whom
the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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(6) To deliver or cause to be delivered with the
prospectus to each employee to whom the prospectus is sent
or given, a copy of the Registrant's annual report to
stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case
the registration shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on
written request of the employee. If the last fiscal year of
the Registrant has ended within 120 days prior to the use of
the prospectus, the annual report of the Registrant for the
preceding fiscal year may be so delivered, but within such
120-day period the annual report for the last fiscal year
will be furnished to each such employee.
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(7) To transmit or cause to be transmitted to all
employees participating in the Plans who do not otherwise
receive such material as stockholders of the Registrant, at
the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders
generally.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933,
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, there unto duly
authorized, in the City of Ft. Lauderdale, State of Florida,
on November 15, 2000.
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TIDALWAVE HOLDINGS INC.
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By:/s/ Leon Kline
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Leon Kline
President, Chief Executive
Officer and Treasurer
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Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
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<TABLE>
<S> <C>
Signatures Date
/s/ Leon Kline November 15, 2000
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Leon Kline
President, Chief Executive Officer,
Treasurer and Director
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/s/ James Baker November 15, 2000
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James Baker
Vice President and Secretary
</TABLE>
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