Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3029743
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3713 S.W. 42nd Avenue. Suite 3, Gainesville, Florida 32608-6581
(Address of principal executive office) (Zip Code)
Bruce Brashear, Esq.
920 N.W. 8th Avenue, Suite A
Gainesville, Florida 32601
(352) 336-0800
(Name, address and telephone number, including
area code, of agent for service)
_______________
Independent Consulting Services Agreement
with Diversified Corporate Consulting Group, LLC
(Full Title of the Plan)
_______________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C>
Title Amount to be Proposed maximum Proposed maximum Amount of
of Securities registered offering price aggregate offering Registration fee
per share<F1> price <F1>
Common Stock,
par value $.0001 110,010 $1.25 $171,891 $100
<FN>
<F1> The price stated above is estimated solely for the purpose of calculation
of registration fee and is based on the average of the high and low prices
paid for a share of the Company's Common Stock on July 17, 1996.
</FN>
</TABLE>
<PAGE>
PART I
Item 1. Plan Information
Consulting Services Agreements
The Independent Consulting Services Agreement entered into May 22, 1996,
between Cyclodextrin Technologies Development, Inc. (the "Company") and
Diversified Corporate Consulting Group, LLC (the "Consultant") requires the
Company to pay Consultant 110,010 shares of the Company's Common Stock as
compensation for consulting services. Under the terms of the Independent
Consulting Services Agreement, Consultant has agreed to provide long-term
financial, operational and public relations planning and services. The Common
Shares are fully vested at the time of issuance.
Item 2. Registrant Information and Employee Plan Annual Information
Plan participants may obtain, without charge, upon written or oral
request, any of the documents incorporated by reference in Item 3 of Part II
of this Registration Statement; these documents are incorporated by reference
in the Section 10(a) prospectus which is a part of this Registration
Statement. Plan participants may also obtain, without charge, upon written or
oral request, any other documents required to be delivered to employees
pursuant to Rule 428(b). All requests for documents should be directed to:
Cyclodextrin Technologies Development, Inc., Attention: President, 3713 S.W.
42nd Avenue, Suite 3, Gainesville, FL 32608-6581; telephone 352-375-6822.
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:
(a) The Registrant's latest annual report for the year ended December 31,
1995, on Form 10-KSB filed on or about March 30, 1996.
(b) The Registrant's latest quarterly report for the quarter ended
March 31, 1996, on Form 10-QSB filed on or about May 15, 1996.
(c) All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Form
10-KSB referred to in paragraph (a) above.
(d) The descriptions of the registrant's securities which are contained in
its registration statements filed under section 12 of the Securities Exchange
Act of 1934, including any amendment or reports filed for the purpose of
updating such descriptions.
All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such 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 herein or in any other subsequently filed document which
also is incorporated or deemed incorporated by reference herein modifies or
supersedes such statement. Any such document so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The By-Laws of the Company, contain a provision under which the officers
and directors of the Company would be indemnified to the full extent permitted
by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits indemnification against
expenses actually and reasonably incurred by a director, officer, employee or
agent to the extent that such person has been successful in the defense of a
matter eligible for indemnification under the statute. Under certain
circumstances, expenses may be paid by a corporation in advance, subject to
repayment, unless the defendant ultimately is determined to be ineligible for
indemnification. In addition, the statute permits a corporation to indemnify
directors and officers against certain liabilities and to purchase and
maintain director and officer liability and reimbursement insurance against
liabilities, whether or not the corporation would have the power of
indemnification against such liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Page
(4) Instruments defining the rights of security holders,
including indentures
(a) Independent Consulting Services Agreement between
Cyclodextrin Technologies Development, Inc.
and Diversified Corporate Consulting Group, LLC
dated May 22, 1996
(5) Opinion re legality
(15) Letter re unaudited interim financial information None
(24) Consents of experts and counsel
(a) Consent of James Moore & Co. , L.P.
(b) Consent of Bruce Brashear, Esq.
(28) Additional exhibits None
(29) Information from reports furnished to state insurance
regulatory authorities None
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to
include any additional or changed material information on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove any of the securities
that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for the 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 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
Securities Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, 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 Act and is, therefore, unenforceable. In
the event 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 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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused same to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Gainesville, State of Florida, on the ___ day of ________________, 1996.
Cyclodextrin Technologies Development, Inc.
By: ___________________________________
C.E. Rick Strattan,
President and Chief Executive Officer,
Chairman of the Board,
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C.E. Rick Strattan his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done on or about the premises, as fully and for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated, on the dates indicated.
Signature Title
________________________________ Chairman of the Board, President, CEO
C. E. RICK STRATTAN
Date: __________________________
May 22, 1996
Mr. C.E. Rick Strattan
President
Cyclodextrin Technologies Development, Inc.
3713 Southwest 42nd Avenue, Suite 3
Gainesville, Florida 32608-2531
By Facsimile Transmission to (352) 375-8287
Re: Professional Engagement
Dear Mr. Strattan:
This letter confirms the terms pursuant to which we have been engaged by
Cyclodextrin Technologies Development, Inc., a Florida corporation (the
"Company"), to provide the following services:
Diversified Corporate Consulting Group. LLC's Responsibilities
1. Recruit and retain at least five market makers for the Company's common
stock.
2. Recruit and supervise a financial public relations firm acceptable to
the Company's Board of Directors, to assist the Company to disseminate
information required in order to permit its securities to realize their proper
trading value.
3. Use our best efforts to introduce the Company to at least two
journalistic publications in multiple media, and to encourage such
publications to feature the Company's progress in communications to
subscribers.
4. (a) Assist the Company to raise required debt or equity capital
through introductions to investment banking firms and individual investors,
when and if necessary; and
(b) Assist the Company to list its securities, if eligible, for
trading on either one or more national securities exchanges or on the NASDAQ
inter dealer quotation system.
5. Use best efforts to induce retail securities brokerage firms to
consider the Company's securities as appropriate investments for their retail
clients.
6. Assist the Company to effect corporate restructuring designed to
maximize its operational efficiency, initiate an acquisitions program, and
develop programs to assure compliance with applicable securities laws, with
initial legal services to be provided through your legal counsel.
7. If required, train Company personnel and consultants in proper
procedures for regulatory compliance and to effect its various strategic and
tactical plans.
8. Develop programs to assist it to comply with the electronic filing
requirements of Securities and Exchange Commission Regulation ST.
Terms of Engagement
1. Except as described below with reference to the services described
above (which are to be completed within 12 months after the date of this
engagement letter), we will bill at out standard hourly rates for all work as
to which a prior written arrangement with different terms has not been entered
into. Any documents prepared by us on existing forms will be subject to a $50
per page initial licensing fee augmented by the time spent in personalizing
the subject form.
2. Notwithstanding the foregoing, during the initial 185 days of our
representation, we will accept and you will pay to us common stock of the
Company, in a quantity equal to 10% of all outstanding common stock (subject
to anti-dilutive rights), registered on Securities and Exchange Commission
Form S-8 in lieu of document licensing fees and of required cash payments for
up to an aggregate of 130 hours of our hourly and licensing fees.
3. Unless requested by you to the contrary, work will be performed by the
person with the lowest billing rate and the requisite knowledge and
experience.
4. All work requiring legal review will be submitted for approval by you
to your legal counsel prior to its use, or, in the alternative, we will engage
legal counsel to conduct such review on your behalf. In the latter case, our
general counsel will review legal matters pertaining to states in which it is
licensed to practice law and matters pertaining to other states will be
referred to attorneys licensed in such other states. Payment of all balances
due such unrelated attorneys will be your responsibility, notwithstanding our
collection function.
5. In addition to our hourly fees, you will be responsible for payment of
all costs and disbursements associated with our services. All statements will
be paid within 10 days after receipt. In the event additional time is
required, the Firm will have the option of selling the account receivable and
you agree to pay interest thereon at the monthly rate of 1%. In the event
collection activities are required you agree to pay all of our out of pocket
costs associated therewith. There will be no change or waiver of the
provisions contained herein, unless such change is in writing and signed by
you and the Firm.
6. Diversified Corporate Consulting Group, LLC, shall have a right of
first refusal to arrange all financing for the Company and its affiliates
(whether debt or equity, foreign or domestic), during the initial 12 months of
this engagement and shall be kept apprised of all capital raising activities
by the Company, whether on a debt or equity basis.
7. (a) The Company shall supply Diversified Corporate consulting
Group, LLC, on a regular and timely basis with all approved data and
information about the Company, its management, its products, and its
operations and Company shall be responsible for advising Diversified Corporate
Consulting Group, LLC of any fact which would affect the accuracy of any prior
data and information supplied to Diversified Corporate Consulting Group, LLC.
(b) The Company shall use its best efforts to promptly supply
Diversified Corporate Consulting Group, LLC with full and complete copies of
all filings with all federal and state securities agencies; with full and
complete copies of all shareholder reports and communications whether or not
prepared with Diversified Corporate Consulting Group, LLC's assistance, with
all data and information supplied to any analyst, broker-dealer, market maker,
or other member of the financial community; and with all product/services
brochures, sales materials, etc.
(c) The Company shall promptly notify Diversified Corporate
Consulting Group, LLC of the filing of any registration statement for the sale
of securities and/or of any other event which triggers any restrictions on
publicity.
(d) The Company shall notify Diversified Corporate Consulting Group,
LLC if any information or data supplied by the Company to Diversified
Corporate Consulting Group, LLC has not been released or promulgated to the
public.
(e) The Company shall be deemed to make a continuing representation
of the accuracy of any and all materials facts, material, information, and
data which it supplies to Diversified Corporate Consulting Group, LLC and the
Company acknowledges it awareness that Diversified Corporate Consulting Group,
LLC will rely on such continuing representation in disseminating such
information and otherwise performing its functions under this engagement
letter.
(f) Diversified Corporate Consulting Group, LLC, in the absence of
notice in writing from the Company, may rely on the continuing accuracy of
material, information and data supplied by the Company.
8. Final drafts of any matters prepared by us will be reviewed by you and,
if legally required, by legal your counsel, to assure that:
(a) All required information has been provided;
(b) All materials are presented accurately; and,
(c) That no materials required to render information provided "not
misleading" are omitted.
Only after such review and approval by you and, if required, your legal
counsel, will any documents be filed with regulatory agencies or provided to
third parties. Financial data will be reviewed by competent, independent,
certified public accountants to be separately retained by you. If required by
you, we will assist in selection and supervision of such attorneys and
accountants. Such accountants will be required to review and approve all
financially related filings, prior to submission to the appropriate regulatory
authorities.
9. In the event our services are provided for the benefit of juridical
entities other than the company, no materials for which we are responsible
will be submitted to third parties until they have been reviewed and approved
as to form and content by all executive officers, directors, partners, joint
venturers or persons performing similar roles for the subject juridical
entity. The filing of materials prepared by us with any governmental agency
or provision of copies thereof to other persons shall be deemed presumptive
evidence that our materials have been reviewed and approved as heretofore
described.
Due Diligence Materials
We will upon receipt of a signed copy of this engagement letter, provide
you with the following materials:
1. Officers & Directors Questionnaires to be completed by all
officers, directors and principal consultants to entities for which we perform
services at your request, and then returned to us:
2. A Company Questionnaire to be completed by a knowledgeable person
or persons designated by entities for which we perform services at your
request and then returned to us;
3. A memorandum prepared by us acquainting you with the requirements
of Securities and Exchange Commission Regulation S-B, which governs the bulk
of required Securities and Exchange Commission disclosure, both in conjunction
with Fund raising activities and with periodic reporting obligations.
In the event that you desire different arrangements, either in general or
for specific projects, we will be glad to consider your proposals; however,
all contrary arrangements must be memorialized in a written instrument signed
by this firm. Please sign a copy of this transmission and return it to us by
facsimile transmission to (352) 245-5913.
We look forward to a pleasant and mutually profitable relationship.
Very truly yours,
Diversified Corporate Consulting Group, LLC
William A. Calvo, III
Managing Member
The foregoing is hereby accepted as of the date first above written
Mr. C.E. Rick Strattan
President
Cyclodextrin Technologies Development, Inc.
July 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Registration Statement on Form S-8
Cyclodextrin Technologies Development, Inc.
Gentlemen:
I have acted as counsel for Cyclodextrin Technologies Development, Inc.
(the "Company") in connection with its proposed offering
to certain consultants of Company of 110,010 common shares
(par value $.0001). In connection with the proposed public
offering and above-described registration statement, I have reviewed the
following:
1. The Certificate of Incorporation and amendments thereto of the Company;
2. The By-Laws and amendments thereto of the Company;
3. The minute books of the Company; and
On the basis of such investigation and the examination of such other
records as I deemed necessary, I am of the opinion that:
a) the Company has been duly incorporated and is validly existing under
the laws of the State of Florida; and
b) The 110,010 shares have been duly authorized and when issued, will be
legally issued by the Company and will be fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit for the purpose of
registering all or a portion of the Common Shares described in
Form S-8 under the relevant state and federal
securities laws.
Sincerely,
/s/ Bruce Brashear
Bruce Brashear, Esq.
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Cyclodextrin Technologies Development, Inc.
We hereby consent to the incorporation by reference on the Registration
Statement on Form S-8 of our report dated February 5, 1996, included in
the Form 10KSB of Cyclodextrin Technologies Development, Inc. for the
year ended December 31, 1995.
/s/ James Moore & Co., L.P.
James Moore & Co., L.P.
Gainesville, Florida
July 22, 1996
