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)
_______________
1995 Employee Stock Purchase Plan
Employee Bonus Plan
(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 49,400 $1.50 $74,100 $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 August 22, 1996.
</FN>
</TABLE>
<PAGE>
PART I
Item 1. Plan Information
Effective November 15, 1995, the Company adopted an employee stock purchase
plan (the "1995 Plan"). Under this plan, any employee of the Company may
purchase shares of Company stock up to the amount of their gross
pay for the period. Under the
terms of the 1995 Plan, common stock is sold to employees at 50% of the
most recent trading price at the date of purchase. Shares issued under the plan
are fully vested. The 1995 Plan is not subject to the Employee Retirement
Income Security Act of 1974. A total of 33,400 shares has been sold under
the 1995 plan which terminated July 12, 1996. Shares are fully vested at the
time of issuance.
On May 1, 1996 the Company's Board of Directors awarded a stock bonus to C.E.
"Rick" Strattan pursuant an incentive stock bonus plan adopted on the same date.
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 29, 1996.
(b) The Registrant's latest quarterly reports for the quarters ended
March 31, 1996 and June 30, 1996, on Form 10-QSB filed on or about
May 15, 1996 and August 14, 1996, respectively.
(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 None
(5) Opinion re legality
(15) Letter re unaudited interim financial information None
(24) Consents of experts and counsel
(a) Consent of James Moore & Co, P.L.
(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 26th day of August, 1996.
Cyclodextrin Technologies Development, Inc.
By: /s/ C.E. Rick Strattan
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
/s/C.E. Rick Strattan Chairman of the Board, President, CEO
C. E. RICK STRATTAN
Date: August 26, 1996
August 26, 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 49,400 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 49,400 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.
James Moore & Co., P.L.
Gainesville, Florida
August 26, 1996
