Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) Florida 59-3029743 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3713 S.W. 42nd Avenue. Suite 3, Gainesville, Florida 32608-6581 (Address of principal executive office) (Zip Code) Bruce Brashear, Esq. 920 N.W. 8th Avenue, Suite A Gainesville, Florida 32601 (352) 336-0800 (Name, address and telephone number, including area code, of agent for service) _______________ 1995 Employee Stock Purchase Plan Employee Bonus Plan (Full Title of the Plan) _______________ CALCULATION OF REGISTRATION FEE Title Amount to be Proposed maximum Proposed maximum Amount of of Securities registered offering price aggregate offering Registration fee per share<F1> price <F1> Common Stock, par value $.0001 49,400 $1.50 $74,100 $100 <FN> <F1> The price stated above is estimated solely for the purpose of calculation of registration fee and is based on the average of the high and low prices paid for a share of the Company's Common Stock on August 22, 1996. </FN> PART I Item 1. Plan Information Effective November 15, 1995, the Company adopted an employee stock purchase plan (the "1995 Plan"). Under this plan, any employee of the Company may purchase shares of Company stock up to the amount of their gross pay for the period. Under the terms of the 1995 Plan, common stock is sold to employees at 50% of the most recent trading price at the date of purchase. Shares issued under the plan are fully vested. The 1995 Plan is not subject to the Employee Retirement Income Security Act of 1974. A total of 33,400 shares has been sold under the 1995 plan which terminated July 12, 1996. Shares are fully vested at the time of issuance. On May 1, 1996 the Company's Board of Directors awarded a stock bonus to C.E. "Rick" Strattan pursuant an incentive stock bonus plan adopted on the same date. Item 2. Registrant Information and Employee Plan Annual Information Plan participants may obtain, without charge, upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement; these documents are incorporated by reference in the Section 10(a) prospectus which is a part of this Registration Statement. Plan participants may also obtain, without charge, upon written or oral request, any other documents required to be delivered to employees pursuant to Rule 428(b). All requests for documents should be directed to: Cyclodextrin Technologies Development, Inc., Attention: President, 3713 S.W. 42nd Avenue, Suite 3, Gainesville, FL 32608-6581; telephone 352-375-6822. PART II Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference into this Registration Statement, and are made a part hereof: (a) The Registrant's latest annual report for the year ended December 31, 1995, on Form 10-KSB filed on or about March 29, 1996. (b) The Registrant's latest quarterly reports for the quarters ended March 31, 1996 and June 30, 1996, on Form 10-QSB filed on or about May 15, 1996 and August 14, 1996, respectively. (c) All other reports 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 Form 10-KSB referred to in paragraph (a) above. (d) The descriptions of the registrant's securities which are contained in its registration statements filed under section 12 of the Securities Exchange Act of 1934, including any amendment or reports filed for the purpose of updating such descriptions. All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all of the securities offered hereby have been sold, or deregistering all such securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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 other subsequently filed document which also is incorporated or deemed incorporated by reference herein modifies or supersedes such statement. Any such document 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. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Officers and Directors. The By-Laws of the Company, contain a provision under which the officers and directors of the Company would be indemnified to the full extent permitted by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits indemnification against expenses actually and reasonably incurred by a director, officer, employee or agent to the extent that such person has been successful in the defense of a matter eligible for indemnification under the statute. Under certain circumstances, expenses may be paid by a corporation in advance, subject to repayment, unless the defendant ultimately is determined to be ineligible for indemnification. In addition, the statute permits a corporation to indemnify directors and officers against certain liabilities and to purchase and maintain director and officer liability and reimbursement insurance against liabilities, whether or not the corporation would have the power of indemnification against such liabilities. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Page (4) Instruments defining the rights of security holders, including indentures None (5) Opinion re legality (15) Letter re unaudited interim financial information None (24) Consents of experts and counsel (a) Consent of James Moore & Co, P.L. (b) Consent of Bruce Brashear, Esq. (28) Additional exhibits None (29) Information from reports furnished to state insurance regulatory authorities None Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to include any additional or changed material information on the plan of distribution. (2) That, for the purpose of determining any liability under the Securities Act of 1933 treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove any of the securities that remain unsold at the end of the offering. (b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), 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 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 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies it has reasonable grounds to believe it meets all the requirements for filing on Form S-8 and has duly caused same to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gainesville, State of Florida, on the 26th day of August, 1996. Cyclodextrin Technologies Development, Inc. By: /s/ C.E. Rick Strattan C.E. Rick Strattan, President and Chief Executive Officer, Chairman of the Board, KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C.E. Rick Strattan his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits hereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done on or about the premises, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated, on the dates indicated. Signature Title /s/C.E. Rick Strattan Chairman of the Board, President, CEO C. E. RICK STRATTAN Date: August 26, 1996