SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNION DENTAL HOLDINGS, INC.
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(Exact name of issuer as specified in its charter)
Florida 650710392
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1700 University Drive Suite 200
Coral Springs, FL 33071
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(Address of Principal Executive Offices) (Zip Code)
2007 EQUITY COMPENSATION PLAN
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(Full title of the Plans)
Dr. George D. Green
1700 University Drive, Suite 200 Coral Springs, FL 33071
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(Name and address of agent for service)
(954) 575-2252
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF
SECURITIES TO = PROPOSED MAXIMUM PROPOSED MAXIMUM AMOOUNT OF
BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE (1) REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock 5,000,000 $0.05 $250,000 $26.75
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(1) PURSUANT TO RULE 457, ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE, AND COMPUTED IN ACCORDANCE WITH THE AVERAGE OF LAST SALE
PRICES OF THE COMMON STOCK FOR THE FIVE (5) TRADING DAYS PRIOR TO AND
INCLUDING DECEMBER 19, 2006 AS REPORTED BY THE OVER THE COUNTER BULLETIN
BOARD.
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PART I
ITEM 1. PLAN INFORMATION
The information set forth herein together with the documents annexed hereto and
made part hereof and incorporated herein by reference relates to the shares of
common stock of Union Dental Holdings, Inc. (the "Company") to be issued
pursuant to the Union Dental Holdings, Inc. 2007 Equity Compensation Plan (the
"Plan").
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part I
will be delivered to the participants in the Union Dental Holdings, Inc. 2007
Equity Compensation Plan (the "Plan" ) as required by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be filed with the Commission as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement constitute a prospectus that meets the requirement
of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any document incorporated in this Registration Statement by reference, except
exhibits to such information, unless such exhibits are also expressly
incorporated by reference herein, Request for such information should be
directed to Union Dental Holdings, Inc. 1700 University Drive, Suite 200 Coral
Springs, Florida 33071 Attention: Corporate Development, (954) 575-2252.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:
A. Annual Report on Form 10-KSB for the year ended December 31, 2005;
B. Quarterly Reports on Form 10-QSB for the three months ended March 31,
June 30 and September 30, 2006
C. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, including but not limited to,
subsequently filed amendments to the above listed documents and subsequently
filed forms 10-KSB, 10-QSB, and 8-K, prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference 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
subsequently filed document which also is or deemed to be incorporated by
reference herein modified or supersedes such statement. All information
appearing in this Registration Statement is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in
documents incorporated herein by reference, except to the extent set forth in
the immediately preceding statement.
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ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 300 million shares of common stock, $.0001 par
value, of which 47,314,947 shares of common stock are issued and outstanding,
and 25 million shares of preferred stock, $.0001 par value, of which one million
shares of preferred stock are issued and outstanding.
Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders. Shares of Common Stock
do not carry cumulative voting rights. Holders of our preferred shares are
entitled to 15,000 votes for each outstanding preferred share. As a result,
holders of a majority of the outstanding shares of Preferred Stock will be able
to elect the entire board of directors and, if they do so, minority shareholders
would not be able to elect any members to the board of directors. The Company's
board of directors has authority, without action by the Company's shareholders,
to issue all or any portion of the authorized but un-issued shares of Common
Stock, which would reduce the percentage ownership of the Company of its
shareholders and which would dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire additional
shares of Common Stock. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock are entitled to share equally in corporate
assets after the satisfaction of all liabilities. Holders of Common Stock are
entitled to receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of dividends. During
the last two fiscal years the Company has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable
future.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with this Registration Statement will be
passed upon by Jeffrey G. Klein, P.A. After the effectiveness of this
Registration Statement, Jeffrey Klein will be issued a total of 250,000 shares
of common stock pursuant to the Plan. The 250,000 shares are being issued in
consideration for services.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our bylaws permit us to indemnify our officers and directors to the fullest
extent permitted by law.
Section 607.0850 of the Florida Business Corporation Act authorizes
indemnification when a person is or was made a party to any proceeding by reason
of the fact that such person is or was a director, officer, employee or agent or
is or was serving as a director, officer, employee or agent of another
enterprise, at the request of the corporation, and if such person acted in good
faith and in a manner reasonably believed by him or her to be in, or not opposed
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to, the best interests of the corporation. With respect to any criminal
proceeding, such person must have had no reasonable cause to believe that his or
her conduct was unlawful. If it is determined that the conduct of such person
meets these standards, he or she may be indemnified for judgments, settlements,
penalties, fines (including an excise tax assessed with respect to any employee
benefit plan), and expenses (including counsel fees) actually and reasonably
incurred with respect to a proceeding.
If such a proceeding is brought by or in the right of the corporation (i.e. a
derivative suit), such person may be indemnified against expenses and amounts
paid in settlement not exceeding, in the judgment of the board of directors, the
estimated expenses of litigating the proceeding to a conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, if he or she acted in good faith and
in a manner reasonably believed by him or her to be in, or not opposed to, the
best interests of the corporation. There can be no indemnification with respect
to any matter as to which such person is adjudged to be liable to the
corporation; however, a court may, in such case, allow such indemnification of
such person for such expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is entitled to
be indemnified against expenses actually and reasonably incurred by him or her.
In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
We do not maintain officer or director insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following are filed as exhibits to this Registration Statement:
EXHIBIT NO. DESCRIPTION
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5 Opinion of Jeffrey G. Klein, P.A.
10.1 Union Dental Holdings, Inc.2007 Equity Compensation Plan
23.1 Consent of Jeffrey G. Klein, P.A. (included in Exhibit 5)
23.2 Consent of DeMeo, Young McGrath
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ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933;
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ii. 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
iii. To include any additional or changed material information with respect
to the plan of distribution.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, 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
bonafide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13 (a) or 15 (d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15 (d) of the Exchange Act) that is incorporated by
reference in the registration 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 that 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
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 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.
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SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 thereto
duly authorized, in the City of Coral Springs, State of Florida this 14th day of
December 2006.
SIGNATURE TITLE DATE
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/s/ George D. Green Chief Executive Officer December 19, 2006
------------------------- President/Treasurer
George D. Green And Director
/s/ George D. Green Secretary December 19, 2006
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George D. Green
The Plan
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Coral
Springs, in the State of Florida on this 14th day of December 2006.
SIGNATURE TITLE DATE
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/s/George D. Green Plan Administrator December 19, 2006
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George D. Green
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