As filed with the Securities and Exchange Commission on
September , 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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<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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Consulting
Shares Issued For Services
(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, 147,059 (3) $0.13 $19,117.67 $5.05
$.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
September 27, 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) 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 Report on Form 10-QSB for
the quarter ended June 30, 2000 filed with the Commission
on August 9, 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 113,235 shares of the Company's Common
Stock and an additional 147,059 shares of the Company's
common stock are being registered for Mr. Anslow pursuant
to this Form S-8 Registration Statement.
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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 Letter Agreement and Consulting Agreement
between Richard I. Anslow and the Company.
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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 September 29, 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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Signatures Date
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/s/ Leon Kline September 29, 2000
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Leon Kline
President, Chief Executive Officer,
Treasurer and Director
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/s/ James Baker September 29, 2000
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James Baker
Vice President and Secretary
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