UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
CTD HOLDINGS, INC.
(Name of Registrant As Specified in Charter)
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[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
CTD HOLDINGS, INC.
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF MAJORITY SHAREHOLDER
DEAR SHAREHOLDERS:
We are writing to advise you that CTD Holdings, Inc. will file an amendment
to our Articles of Incorporation authorizing a class of "blank check" preferred
stock consisting of 5,000,000 shares and creating a series of Series A Preferred
Stock consisting of one share. This action was approved on May 26, 2004 by our
Board of Directors. In addition, Mr. C.E. "Rick" Strattan, our CEO and Chairman
and the holder of a majority of our issued and outstanding common stock, has
advised us that he will approve this action by written consent in lieu of a
special meeting in accordance with the relevant sections of the Florida Business
Corporation Act. This action will not be effective until after we file the
Articles of Amendment with the Florida Secretary of State. We intend to file the
Articles of Amendment on or about July 8, 2004, which is 20 days after the date
this information statement is first mailed to our stockholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
No action is required by you. The accompanying information statement is
furnished only to inform our shareholders of the actions described above before
they take place in accordance with Rule 14c-2 of the Securities Exchange Act of
1934. This information statement is first mailed to you on or about June 18,
2004.
Please feel free to call us at should you have any questions on the
enclosed Information Statement. We thank you for your continued interest in CTD
Holdings.
For the Board of Directors of CTD
HOLDINGS, INC.
/s/ C.E. "Rick" Strattan
C.E. "Rick" Strattan, CEO
June 18, 2004
CTD HOLDINGS, INC.
27317 N.W. 78 Avenue
High Springs, Florida 32643
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY SHAREHOLDER
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the shareholders of CTD
Holdings, Inc. in connection with the adoption of an amendment to our Articles
of Incorporation by written consent of our Board of Directors and the written
consent of holder of a majority of our issued and outstanding voting securities
in lieu of a special meeting of our shareholders. On May 26, 2004 our Board of
Directors approved an amendment to our Articles of Incorporation (the
"Amendment") authorizing a class of "blank check" preferred stock consisting of
5,000,000 shares, designating one share of this new preferred stock as Series A
Preferred Stock and setting forth the designations, rights and preferences of
the Series A Preferred Stock. This action will become effective upon the written
consent of the holder of a majority of our issued and outstanding voting
securities and the filing of the Amendment with the Secretary of State of
Florida in accordance with the relevant sections of the Florida Business
Corporation Act. Mr. C.E. "Rick" Strattan, our CEO and Chairman and the holder
of approximately 50.36% of our outstanding common stock, which is in excess of
the required majority of our outstanding voting securities necessary for the
adoption of this action, has advised us that he will execute a written consent
approving the Amendment on or about July 8, 2004. The Amendment will be
effective upon filing with the Secretary of State of Florida. We anticipate that
we will file the Amendment on July 8, 2004.
The elimination of the need for a meeting of shareholders to approve this
action is made possible by Section 607.0704 of the Florida Business Corporation
Act which provides that the written consent of the holders of outstanding shares
of voting capital stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a meeting. In order to eliminate the costs involved in holding a special
meeting, our Board of Directors voted to utilize the written consent of the
holder of a majority of our outstanding common stock.
This information statement is first being mailed on or about June 18, 2004
to shareholders of record. This information statement is being delivered only to
inform you of the corporate actions described herein before they take effect in
accordance with Rule 14c-2 of the Securities Exchange Act of 1934. In addition,
Florida law requires us to notify those shareholders who have not consented in
writing to the adoption of the Amendment within 10 days after obtaining the
written consent for the approval of the Amendment from the holder of the
required majority of our outstanding voting securities. This information
statement satisfies this notice requirement.
No dissenters' rights under Florida law are afforded to our shareholders as
a result of the taking of the corporate actions described in this information
statement.
The entire cost of furnishing this information statement will be borne by
us. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this information statement to the beneficial
owners of our voting securities held of record by them and we will reimburse
such persons for out-of-pocket expenses incurred in forwarding such material.
OUR PRINCIPAL SHAREHOLDERS
Our voting securities are currently comprised of our common stock. The
holders of our shares of common stock are entitled to one vote for each
outstanding share on all matters submitted to our shareholders. The following
table contains information regarding record ownership of our voting securities
as of April 30, 2004 held by:
* persons who own beneficially more than 5% of our outstanding
* common stock,
* our directors,
* named executive officers, and
* all of our directors and officers as a group.
A person is deemed to be the beneficial owner of securities that can be
acquired by such a person within 60 days from April 30, 2004 upon exercise of
options, warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such a person (but not those held by any other
person) and are exercisable within 60 days from that date have been exercised.
Unless otherwise indicated, the address of each of the listed beneficial owners
identified is 27317 N.W. 78 Avenue, High Springs, Florida 32643.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Class
C.E. "Rick" Strattan(1) 3,665,412 50.36%
George L. Fails (2) 47,654 *
All officers and directors
as a group (two persons)(1)(2) 3,713,066 51.00%
* represents less than 1%
(1) The shares of common stock beneficially owned by Mr. Strattan
includes 1,000,000 shares which are held by Strattan Associates,
Ltd.,of which Mr. Strattan is the general partner. Strattan
Associates, Ltd. is a limited partnership established by Mr.
Strattan for estate tax purposes and is not otherwise engaged in
business.
(2) The shares of common stock beneficially owned by Mr. Fails
includes 7,654 shares which are issuable to Mr. Fails pursuant to
the terms of his employment agreement.
THE AMENDMENT
The Amendment will create a class of "blank check" preferred stock, par
value $0.001 per share, consisting of 5,000,000 shares, designate one share of
this new preferred stock as Series A Preferred Stock and set forth the
designations, rights and preferences of the Series A Preferred Stock. The text
of the Amendment is attached to this information statement as Appendix A. Other
than the creation of the class of "blank check" preferred stock and the
designation of the Series A Preferred Stock, both of which have the effect of
amending Article IV, Capital Stock, of our Articles of Incorporation to
eliminate the current provision that the voting rights of our shareholders lie
solely with our common shareholders, the Amendment makes no other changes in our
Articles of Incorporation. The Amendment will not result in any change in our
business, assets, liabilities or net worth.
The term "blank check"preferred stock refers to stock for which the
designations, preferences, conversion rights, and cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof, are determined by the board
of directors of a company. As a result of the adoption of the Amendment, our
Board of Directors will be entitled to authorize the creation and issuance of up
to 5,000,000 shares of preferred stock in one or more series with such
limitations and restrictions as may be determined in the sole discretion of the
Board of Directors, with no further authorization by shareholders required for
the creation and issuance of the preferred stock. After issuance of the one
share of Series A Preferred Stock, 4,999,999 shares of preferred stock will
remain undesignated and available for issuance. Any preferred stock issued would
have priority over the common stock upon liquidation and might have priority
rights as to dividends, voting and other features. Accordingly, the issuance of
preferred stock could decrease the amount of earnings and assets allocable to or
available for distribution to holders of common stock and adversely affect the
rights and powers, including voting rights, of the common stock.
Although the Board of Directors of CTD Holdings does not have any current
plans to take any action to issue shares of preferred stock, other than the one
share of Series A Preferred Stock described below, the Board of Directors
believes the creation of the preferred stock is in the best interests of the
company and its shareholders and believes it advisable to authorize such shares
to have them available for, among other things, possible issuance in connection
with such activities as public or private offerings of shares for cash,
acquisitions of other companies, pursuit of financing opportunities and other
valid corporate purposes.
The Amendment will also designate one share of this new preferred stock as
Series A Preferred Stock, and will set forth the designations, rights and
preferences of the Series A Preferred Stock. Following the filing of the
Amendment with the Secretary of State of Florida, we will issue the one share of
Series A Preferred Stock to Mr. C.E. "Rick" Strattan, our CEO and Chairman, in
exchange for 1,029,412 shares of our common stock presently held by him. Upon
such exchange, the shares of common stock tendered by Mr. Strattan will be
returned to our treasury with the status of authorized but unissued shares. The
designations, rights and preferences of the Series A Preferred Stock include:
* the stated value of the share is equal to its par value of $0.001, *
the share does not pay any dividends, * in the case of a liquidation
or winding up of CTD Holdings, the holder of share of Series A
Preferred Stock is entitled to a liquidation preference of $0.001 per
share,
* the share is not redeemable by us without the consent of the holder,
* the share is convertible into shares of our common stock at our sole
option based upon a conversion ratio to be determined by CTD Holdings
and the holder at the time of conversion, and
* the share votes together with the holders of the common stock on all
matters submitted to a vote of our shareholders, with the share of
Series A Preferred Stock being entitled to one vote more than one-half
of all votes entitled to be cast by all holders of voting capital
stock of CTD Holding on any matter submitted to our shareholders so as
to ensure that the votes entitled to be cast by the holder of the
Series A Preferred Stock are equal to at least 51% of the total of all
votes entitled to be cast by our shareholders.
In our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003, as well as other filings we have made with the Securities and Exchange
Commission, we have described a strategy to grow our company which involves the
acquisition of additional companies. It is likely that these acquisitions would
involve the issuance of additional shares of our common stock. In addition, we
may seek to raise additional working capital through the sale of securities. The
purpose of the Series A Preferred Stock is to ensure that Mr. Strattan retains
voting control of our company for the foreseeable future as we undertake these
types of transactions. We are not, however, currently a party to any agreement
or understanding which provides for the issuance of shares of securities for
either an acquisition or business combination or in a capital raising
transaction.
Proforma Principal Shareholder Table
The following table contains information regarding record ownership of our
voting securities as of April 30, 2004 held by:
* persons who own beneficially more than 5% of our outstanding voting
securities,
* our directors,
* named executive officers, and
* all of our directors and officers as a group.
giving proforma effect to the issuance of the one share of Series A Preferred
Stock to Mr. Strattan and the return by him to treasury of 1,029,412 shares of
our common stock held by him, as if those transactions had occurred on April 30,
2004.
A person is deemed to be the beneficial owner of securities that can be
acquired by such a person within 60 days from April 30, 2004, upon exercise of
options, warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such a person (but not those held by any other
person) and are exercisable within 60 days from that date have been exercised.
Unless otherwise indicated, the address of each of the listed beneficial owners
identified is 27317 N.W. 78 Avenue, High Springs, Florida 32643.
Title of Name of Amount and Nature of Percentage Percent of
Class Beneficial Owner Beneficial Ownership of Class Voting Control (1)
- ----- ---------------- -------------------- ----------- --------------
Common Stock
C.E. "Rick" Strattan(2) 3,665,412 50.36% 71.48%
George L. Fails (3) 47,654 * *
All executive officers
and directors as a
group (two persons)(2)(3) 3,713,066 51.00% 71.86%
Series A Preferred Stock
C.E. "Rick" Strattan (2) 1 100% 71.48%
George L. Fails (3) 0 - *
All executive officers
and directors as a
group (two persons)(2)(3) 1 100% 71.86%
* represents less than 1%
(1) Percentage of Voting Control is based upon the number of issued
and outstanding shares of our common stock and Series A Preferred
Stock on a proforma basis on April 30, 2004. Giving proforma
effect to the issuance of the one share of Series A Preferred
Stock to Mr. Strattan and the return to our treasury by him of
1,029,412 shares of our common stock, at April 30, 2004 we would
have had an aggregate of shares of our common stock and one share
of our Series A Preferred Stock issued and outstanding. These two
classes of securities, which will represent our voting
securities, vote together on all matters submitted to a vote of
our shareholders. The holders of our outstanding shares of common
stock are entitled to one vote and the holder of the Series A
Preferred Stock is entitled to one vote more than one-half of all
votes entitled to be cast by all holders of voting capital stock
of CTD Holding on any matter submitted to our shareholders so as
to ensure that the votes entitled to be cast by the holder of the
Series A Preferred Stock are equal to at least 51% of the total
of all votes entitled to be cast by our shareholders.
(2) The shares of common stock beneficially owned by Mr. Strattan
includes 1,000,000 shares which are held by Strattan Associates,
Ltd., of which Mr. Strattan is the general partner, Strattan
Associates, Ltd. is a limited partnership established by Mr.
Strattan for estate tax purposes and is not otherwise engaged in
business.
(3) The shares of common stock beneficially owned by Mr. Fails
includes 7,654 shares which are issuable to Mr. Fails pursuant to
the terms of his employment agreement.
Potential Anti-takeover Effect
We have no present intention to use the "blank check" preferred stock for
anti-takeover purposes, nor is the Amendment in response to any effort by any
person or group to accumulate our stock or to obtain control of CTD Holdings by
any means. However, the issuance of the Series A Preferred Stock or other shares
of preferred stock could prevent any action to acquire control of the Board or
to meet the voting requirements imposed by Florida law with respect to a merger
or other business combination involving us.
Potential Conflicts of Interest
As a result of its voting rights, notwithstanding that our common
shareholders are entitled to vote on matters submitted to our shareholders, so
long as the Series A Preferred Stock is outstanding Mr. Strattan will have the
power to elect all of our directors and to otherwise control our company. In
addition, the terms of conversion of the Series A Preferred Stock have not been
fixed and are determinable by our board of directors in its sole discretion. Mr.
Strattan is one of two members to our board of directors. There is no limit on
the number of shares of common stock into which the Series A Preferred Stock
could become convertible into in the future, subject to the availability of
authorized but unissued shares of common stock. As the Series A Preferred Stock
upon issuance will lack any conversion feature, it will not be included in the
calculation for earnings per share by our company. If conversion rights were to
be established in the future, our earnings per share in future periods, if any,
could be reduced in proportion to the increase in the as yet undeterminable
number of shares of common stock into which the Series A Preferred Stock may
become convertible.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C., and at its offices in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for more information on the
operation of the public reference rooms. Copies of our SEC filings are also
available to the public from the SEC's web site at www.sec.gov.
CTD HOLDINGS, INC.
By: /s/ C.E. "Rick" Strattan
C.E. "Rick" Strattan, CEO
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
CTD HOLDINGS, INC.
Pursuant to Section 607.1006 of the Business Corporation Act of the State
of Florida, the undersigned, being the President of CTD HOLDINGS, INC., a
corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida (the "Corporation"), bearing document
number L93224, does hereby certify that the following resolutions were adopted
pursuant to the authority of the Board of Directors and the holder of
outstanding common stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted as required by Section
602.1003 of the Florida Business Corporation Act:
RESOLVED, that Article IV Capital Stock which appears in the Corporation's
Articles of Incorporation, as amended, be and hereby is deleted in its entirety
and substituted with the following:
ARTICLE IV. CAPITAL STOCK
The total number of shares of capital stock that this Corporation shall
have the authority to issue and to have outstanding at any one time is one
hundred million (100,000,000) shares of common stock, par value $0.001 per
share, and five million (5,000,000) shares of preferred stock, par value $0.001
per share. Series of the preferred stock may be created and issued from time to
time, with such designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the creation and
issuance of such series of preferred stock as adopted by the Board of Directors
of the Corporation pursuant to the authority in this paragraph given. Cumulative
voting by any shareholder is hereby expressly denied. No shareholder of this
Corporation shall have, by reason of it holding shares of any class or series of
stock of the Corporation, any preemptive or preferential rights to purchase or
subscribe for any other shares of any class or series of this Corporation now or
hereafter authorized, and any other equity securities, or any notes, debentures,
warrants, bonds or other securities convertible into or carrying options or
warrants to purchase shares of any class, now or hereafter authorized, whether
or not the issuance of any such shares, or such notes, debentures, bonds or
other securities, would adversely affect the dividend or voting rights of such
shareholder.
Series A Preferred Stock
The Corporation hereby designates one (1) share of the authorized shares of
preferred stock as Series A Preferred Stock. The rights, preferences,
privileges, restrictions and other matters related to the Series A Preferred
Stock are as follows:
1. Stated Value and Dividends. The stated value of the Series A Preferred
Stock shall be $0.001. The holder of share of Series A Preferred Stock shall not
be entitled to receive dividends.
2. Liquidation Preference. In the event of any liquidation, dissolution or
winding up of this Corporation, either voluntary or involuntary, the holder of
Series A Preferred Stock may at his sole option elect to receive, prior and in
preference to any distribution of any of the assets of this Corporation to the
holders of common stock by reason of their ownership thereof, an amount per
share equal to $0.001 for the outstanding share of Series A Preferred Stock.
Upon the completion of this distribution and any other distribution that may be
required with respect to series of preferred stock of this Corporation that may
from time to time come into existence, if assets remain in this Corporation the
holders of the common stock of this Corporation shall receive all of the
remaining assets of this Corporation. For purposes of this Section 2, a
liquidation, dissolution or winding up of this Corporation shall be deemed to be
occasioned by, or to include, (i) the acquisition of the Corporation by another
entity by means of any transaction or series of related transactions including,
without limitation, any reorganization, merger or consolidation but, excluding
any merger effected exclusively for the purpose of changing the domicile of the
Corporation or any transaction in which the Corporation is the surviving entity
or (ii) a sale of all or substantially all of the assets of the Corporation
unless the Corporation's shareholders of record as constituted immediately prior
to such transaction will, immediately after such transaction (by virtue of
securities issued as consideration in the transaction) hold at least 50% of the
voting power of the surviving or acquiring entity. Whenever a distribution
provided for in this Section 2 shall be payable in securities or property other
than cash, the value of such distribution shall be the fair market value of such
securities or other property as determined and agreed to by the Board of
Directors of this Corporation.
3. Redemption. The Series A Preferred Stock is not redeemable without the
prior written consent of the holder of such Series A Preferred Stock.
4. Conversion. The share of Series A Preferred Stock shall be convertible,
at the sole option of the Corporation, at any time after the date of issuance of
such share at the office of this Corporation into such number of fully paid and
non-assessable shares of common stock of the Corporation as is determined by
mutual agreement of the Corporation and the holder of the Series A Preferred
Stock at the time of conversion.
5 Voting Rights. The holder of the share of Series A Preferred Stock shall
have the following voting rights:
(a) The holder of the share of Series A Preferred Stock shall
be entitled to vote on all matters submitted to a vote of the shareholders of
the Corporation, voting together with the holders of the common stock and of any
other shares of capital stock of the Corporation entitled to vote at a meeting
of shareholders as one class, except in cases where a separate or additional
vote or consent of the holders of any class or series of capital stock or other
equity securities of the Corporation shall be required by these Articles or
applicable law, in which case the requirement for any such separate or
additional vote or consent shall apply in addition to the single class vote or
consent otherwise required by this paragraph.
(b) As of each record date for the determination of the
Corporation's shareholders entitled to vote on any matter (a "Record Date"), the
share of Series A Preferred Stock shall have voting rights and powers equal to
the number of votes that entitle the holder of the share of Series A Preferred
Stock to exercise one vote more than one-half of all votes entitled to be cast
as of such Record Date by all holders of capital stock of the Corporation so as
to ensure that the votes entitled to be cast by the holder of the share of
Series A Preferred Stock shall be equal to at least fifty-one percent (51%) of
all votes entitled to be cast.
(c) Without the written consent of the holder of the share of
Series A Preferred Stock at a meeting of the shareholders of this Corporation
called for such purpose, the Corporation will not amend, alter or repeal any
provision of the Articles of Incorporation (by merger or otherwise) so as to
adversely affect the preferences, rights or powers of the Series A Preferred
Stock.
6. Status of Redeemed Stock. In the event the share of Series A Preferred
Stock shall be redeemed pursuant to Section 3 hereof, or converted pursuant to
Section 4 hereof, the share shall be cancelled and returned to the status of
authorized but unissued shares of preferred stock.
7. Taxes. This Corporation will pay all taxes (other than taxes based upon
income) and other governmental charges that may be imposed with respect to the
issue or delivery of the share of Series A Preferred Stock.
The foregoing amendment was duly adopted by the unanimous written consent
of the Board of Directors as of May 26, 2004 and by the written consent of the
holders of outstanding capital stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted effective May
26, 2004.
IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed these Articles of Amendment as of May 26, 2004.
CTD HOLDINGS, INC.
By:
C.E. "Rick" Strattan, President