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)
2008/09 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)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [_] Accelerated filer [_]
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Non-accelerated filer Smaller reporting company [X]
(Do not check if smaller reporting company) [_]
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
Yes [_] No [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED AMOUNT
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM OF MAXIMUM
TO BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE (1) REGISTERED PER SHARE PRICE FEE
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Common Stock 10,000,000 $0.01 $100,000 $4.00
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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 AUGUST 8, 2008 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. 2008/09 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. 2008/09
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, 2007;
B. Quarterly Reports on Form 10-Q for the three months ended March 31,
2008.
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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 amendments to Forms SB-2, 10-KSB,
10-Q, 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.
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 112,572,510 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 fifteen (15) votes for each outstanding preferred share. 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.
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
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faith and in a manner reasonably believed by him or her to be in, or not opposed
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.
10.2 Union Dental Holdings, Inc.2008/09 Equity Compensation Plan
23.1 Consent of Jeffrey G. Klein, P.A. (included in Exhibit 5)
23.2 Consent of Kramer Weisman and Associates, LLP
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;
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.
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(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
UNION DENTAL HOLDINGS, INC.
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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 3rd day of
August, 2008.
SIGNATURE TITLE DATE
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/s/ George D. Green
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George D. Green Chief Executive Officer August 11, 2008
President/Treasurer
And Director
/s/ George D. Green
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George D. Green Secretary August 11, 2008
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 11th day of August 2008.
SIGNATURE TITLE DATE
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/s/George D. Green
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George D. Green Plan Administrator August 11, 2008
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