UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: August 15, 2005
CTD HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-24930 59-3029743
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(State or other Commission File No. IRS Employer Identification No.
jurisdiction of
incorporation)
27317 N.W. 78th Avenue, High Springs, Florida, 32643
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 386-454-0887
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - Registant's Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
SECTION 5 -- Corporate Governance and Management
Item 5.01 -- Changes In Control of Registrant.
On August 11, 2005, C.E. Rick Strattan agreed to transfer his Series A Preferred
Share to Eline Entertainment Group, Inc. ("Eline") in consideration of Eline's
transfer of 200,000 of its restricted common shares to Mr. Strattan. The Share
Exchange Agreement (the "Agreement") entered into by Mr. Strattan, Eline and the
Registrant provides that closing will occur within 90 days. The Agreement also
provides that following closing, Mr. Strattan will have autonomous control over
the Registrant and that Eline, at its discretion, will advance to the Registrant
at various times and in various amounts, an aggregate of up to one million five
hundred thousand dollars ($1,500,000) to be used for the acquisition of Cyclolab
R&D Labs of Budapest, Hungary subject to Eline's satisfactory due diligence.
In the event of a sale of the Registrant's assets or subsidiaries, Eline would
first be repaid the amount of sums advanced, with Eline receiving 20% and Mr.
Strattan receiving 80% of any amount received in excess of the sums advanced.
The Agreement further provides in the event Eline or CTDH do not acquire any
cyclodextrin or biotech businesses within one year following the date of
closing, Mr. Strattan shall exchange his 100,000 Eline common shares for the
Series A Preferred Share, and the business of the Registrant would be spun off
to the shareholders of the Registrant with Eline retaining 20% of the
outstanding common stock of the Registrant on a fully diluted basis.
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits
(10) Material Contracts
(10.1) Share Exchange Agreement with Attached
Eline Entertainment Group, Inc....................Hereto
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 15, 2005 CTD HOLDINGS, INC.
(Registrant)
/s/ C.E. Rick Strattan
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C. E. RICK STRATTAN, President, Chief
Executive Officer, and Chief Financial Officer