SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CyberCare, Inc.
(Exact name of registrant as specified in its charter)
Florida 65-0158479
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2500 Quantum Lakes Dr., Suite 1000, 33426
Boyton Beach, Florida (Zip code)
(Address of principal executive offices)
Fee Agreement
(Full title of the plan)
Frederick M. Mintz, Esq.
Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
(Name and address of agent for service)
(212) 486-2500
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price fee
---------- ---------- --------- ----- ---
Common Stock, 2,000,000 $.07 $140,000 $12.88
par value
$.001
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Item 1. Plan Information
-----------------
(a) General Plan Information
(1) The name of the plan is the Fee Agreement (the "Plan") made as of the
4th day of December, 2002 by and between Mintz & Fraade, P.C. (the
"Firm"), Alan P. Fraade and Frederick M. Mintz (the "Attorneys"),
having their principal place of business at 488 Madison Avenue, New
York, New York, 10022 and CyberCare, Inc. (the "Company" or
"Registrant") a Florida corporation with offices at 2500 Quantum Lakes
Drive, Suite 1000, Boyton Beach, Florida 33426.
1,000,000 shares of the Company's common stock, par value $.001 (the
"Common Stock") are being issued to each of Alan P. Fraade and
Frederick M. Mintz under the Plan. The aggregate number of shares of
Common Stock of the Company that are being issued to the Attorneys is
2,000,000.
(2) The general nature and purpose of this Plan is to issue stock in lieu
of payment for substantial professional services.
(3) The plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974.
(4) Additional information about the Plan may be obtained from:
Mintz & Fraade, P.C.
488 Madison Avenue
New York, New York 10022
Attn: Frederick M. Mintz
Telephone No.: (212) 486-2500
(b) Securities to be Offered
(1) 2,000,000 shares of the Company's Common Stock.
(2) The Company's securities are registered under Section 12(g) of the
Securities Exchange Act of 1934.
(c) Employees Who May Participate in the Plan
The Attorneys are the sole individuals eligible to participate in the
plan.
(d) Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
The securities are being offered as compensation in lieu of
professional services rendered and to be rendered.
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(e) Resale Restrictions
There are no restrictions on the resale of the Securities being
registered pursuant to the Plan.
(f) Tax Effects of Participation
The value of the shares shall be deemed to be ordinary income to the
Attorneys and a business expense for the Registrant.
(g) Investment of Funds
N/A
(h) Withdrawal from the Plan; Assignment of Interest
N/A
(i) Forfeitures and Penalties
N/A
(j) Charges and Deductions and Liens Therefore
N/A
Item 2. Registrant Information and Employee Plan Annual Information
--------------------------------------------------------------
The Registrant shall provide to the Attorneys without charge, upon
their written or oral request, the documents which are incorporated by
reference in Item 3 of Part II of this Registration Statement. Such
documents are incorporated by reference in the Section 10(a)
prospectus. The Registrant shall also provide to the Attorneys,
without charge, upon their written or oral request, with all other
documents required to be delivered to employees pursuant to Rule
428(b). Any and all such requests shall be directed to the Registrant
at its office at 2500 Quantum Lakes Drive, Suite 1000, Boynton Beach,
Florida 33426.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
-------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
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(a) The Registrant's Form 10-QSB for the quarter ended September 30, 2002
filed on November 19, 2002 pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports which may be 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 registrant document referred to in (a)
immediately above.
(c) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purpose of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement 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
---------------------------
The class of securities to be offered hereby has been registered under
Section 12 of the Exchange Act by the registrant, and incorporated by
reference.
Item 5. Interests of Named Experts and Counsel
-------------------------------------------
The validity of the securities offered will be passed upon for the
Company by the law firm of Mintz & Fraade, P.C., of New York, New
York.
The law firm of Mintz & Fraade, P.C. has rendered legal services for
and on behalf of the Registrant. The Firm is located at 488 Madison
Avenue, Suite 1100, New York, New York, 10022.
The Company has agreed under the Plan to issue to Frederick M. Mintz
and Alan P. Fraade, members of Mintz & Fraade, P.C., an aggregate of
2,000,000 shares of the Company's Common Stock in lieu of payment for
professional services to be rendered.
Item 6. Indemnification of Directors and Officers
---------------------------------------------
As permitted by the Florida General Corporation Law (the "Florida
Law"), the Company's Certificate of Incorporation includes a provision
that eliminates the personal liability of its directors to the Company
or its stockholders
Item 8. Exhibits
--------
4
The exhibits to the Registration Statement are listed in the Index to
Exhibits included on Page 7 herein.
Item 9. Consultants and Advisors
--------------------------
The following consultants and advisors will be issued securities
pursuant to this Registration Statement:
Name Number Type of Services Provided
---- ------ ----------------------------
Alan P. Fraade 1,000,000 Legal Advisory Services
Frederick M. Mintz 1,000,000 Legal Advisory Services
Item 10. Undertakings
------------
(a) The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to the Registration Statement to include any material
information about the plan not previously disclosed in the
Registration Statement or any material change to any such information
in the Registration Statement.
(b) 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. If 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
Pursuant to the requirements of the Securities Act of 1933, 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, thereunto duly
authorized in the Town of Boynton Beach, State of Florida, on this 4th day of
December, 2002.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
CyberCare, Inc.
By:/s/ Joseph Robert Forte President, CEO and Director December 6, 2002
------------------------
Joseph Robert Forte
/s/ Alan Adelson Executive Vice President and December 13, 2002
---------------------------
Alan Adelson Director
/s/ Jeff Schulman Chief Accounting Officer December 16, 2002
---------------------------
Jeff Schulman
/s/ John St. Genis Director December 10, 2002
---------------------------
John St. Genis
/s/ Thomas B. Andres Director December 13, 2002
---------------------------
Thomas B. Andres
/s/ Rodney C. Barrington Director December 13, 2002
---------------------------
Rodney C. Barrington
/s/ Paul M. Wieseneck Director December 13, 2002
---------------------------
Paul M. Wieseneck
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CYBERCARE, INC.
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
7
INDEX TO EXHIBITS
Exhibit No. Description
------------ -----------
4 Fee Agreement By and Between
Mintz & Fraade, P.C. and Frederick
M. Mintz and Alan P. Fraade and
CyberCare, Inc.
4.1 Unanimous Written Consent of
Directors in lieu of a Meeting of the
Board of Directors of
CyberCare, Inc.
5 Opinion of Mintz & Fraade, P.C.
23 Consent of Mintz & Fraade, P.C.
(contained in its opinion filed as Exhibit 5)
8