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
Boynton 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
_______________________________________________________________________
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 $.023 $46,000 $3.72
par value
$.001
_______________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) of the Securities Act, the registration fee has been
calculated based upon the last bid price for our common stock as reported by the
Over the Counter Bulletin Board.
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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
12th day of March 2003 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, Boynton 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.
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(d) Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
The securities are being offered as compensation in lieu of payment for
professional services to be rendered.
(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.
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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:
(a) The Registrant's Form 10-K for the year ended December 31, 2001 filed on
April 15, 2002 pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) 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 Exchange
Act.
(c) 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's document referred to in (a) immediately above.
(d) 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 and continues to render 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. The firm is presently the beneficial owner of
approximately 250,000 shares of the Company's Common Stock.
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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
--------
The exhibits to the Registration Statement are listed in the Index to
Exhibits included on Page 9 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 City of Boynton Beach, State of Florida, on this 12th day of
March 2003.
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 March 12, 2003
--------------------------
Joseph Robert Forte
/s/ Alan Adelson Executive Vice President and March 12, 2003
------------------
Alan Adelson Director
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CYBERCARE, INC.
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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