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As filed with the Securities and Exchange Commission on _______, 2007
Registration Number 333-128241
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POS-EFFECTIVE AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Union Dental Holdings, Inc.
(Name of Small Business Issuer in its Charter)
Florida 6199 65-0710392
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1700 University Drive, Suite 200
Coral Springs, FL, 33071
(954) 575-2252
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(Address and telephone number of principal executive offices)
Dr. George Green
Chief Executive Officer
Union Dental Holdings, Inc.
1700 University Drive, Suite 200
Coral Springs
Florida 33071
(954) 575-2252
(Name, address and telephone number of agent for service)
Copies to:
Darrin Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32ndFloor
New York, New York 10006
Tel: (212) 930-9700
Fax: (212) 930-9725
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Maximum Maximum Amount of Amount of
of Securities to Amount Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price Fee
Common Stock, par value
$.0001(2) 1,304,348 $ .19 $ 247,826.12 $ 29.17
Common Stock, par value
$.0001(3) 500,000 $ .19 $ 95,000 $ 11.18
Common Stock, par value
$.0001(4) 38,461,538 $ .19 $ 7,307,692.22 $ 860.12
Common Stock, par value
$.0001(5) 8,857,396 $ .19 $ 1,682,905.24 $ 198.00
Total 49,123,282 $ .19 $ 9,333,423.58 $ 1,098.55*
* Previously paid
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The average of the bid and asked price per share of the Registrant's Common Stock on the Over the Counter Bulletin Board as of August 30, 2005 was $0.205 per share.
(2) Represents shares issuable upon exercise of warrants.
(3) Represents shares issuable upon exercise of warrants.
(4) Represents shares issuable upon sales under the Investment Agreement.
(5) Represents shares issuable upon conversion of the Debenture
The registrant hereby amends this registration statement on such date or date(s) as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the commission acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
EXPLANATORY NOTE
THIS FILING DOES NOT INVOLVE THE REGISTRATION OF ANY NEW SHARES OF COMMON STOCK. RATHER, THIS FILING UPDATES THE REGISTRATION OF THE COMMON STOCK ORIGINALLY REGISTERED ON FORM SB-2 FILED ON SEPTEMBER 9, 2005 AND THE POST-EFFECTIVE AMENDMENT ON FORM SB-2 FILED ON SEPTEMBER 11, 2006. IN ACCORDANCE WITH THE AGREEMENT WITH THE SELLING SHAREHOLDERS, WE ARE OBLIGATED TO MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT FOR A SPECIFIC PERIOD OF TIME.
The information in this Prospectus is not complete and may be changed. This Prospectus is included in the Registration Statement that was filed by Union Dental Holdings, Inc. with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the registration statement becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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PROSPECTUS
Subject to Completion, Dated July 26, 2007
Union Dental Holdings, Inc.
40,080,763 Shares of Common Stock
This prospectus relates to the resale by the selling stockholders of up to 40,080,763 shares of our common stock. The selling stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions.
The total number of shares sold herewith includes the following shares owned by or to be issued to Dutchess Private Equities Fund II, LP ("Dutchess"): (i) up to 8,857,396 shares issuable upon conversion of convertible debentures, (ii) 1,304,348 shares issuable upon exercise of warrants, and (ii) up to 29,919,019 shares of common stock issuable pursuant to a "put right" under the Investment Agreement, also referred to as an Equity Line of Credit with Dutchess Private Equities Fund II, LP. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. We will, however, receive proceeds from the sale of the 29,919,019 shares of common stock under the Investment Agreement with Dutchess Private Equities, LLP and the exercise of warrants issued to Dutchess and Hawk Associates to purchase an aggregate of 1,804,348 shares of common stock. All costs associated with this registration will be borne by us.
A "put right" permits us to require Dutchess to buy shares of our common stock pursuant to the terms of the Investment Agreement. That Investment Agreement permits us to "put" up to $5,000,000 in shares of our common stock to Dutchess. Dutchess will pay us 95% of the lowest closing Best Bid price (highest posted bid price) of our common stock during the five trading day period immediately following the date of our notice to them of our election to put shares pursuant to the Equity Line of Credit.
Our common stock currently trades on the Over the Counter Bulletin Board ("OTC Bulletin Board") under the symbol "UDHI.OB."
On July 16, 2007, the last reported sale price for our common stock on the OTC Bulletin Board was $0.029 per share.
The securities offered in this prospectus involve a high degree of risk. See "Risk Factors" beginning on page 3 of this prospectus to read about factors you should consider before buying shares of our common stock.
With the exception of Dutchess, which is an "underwriter" within the meaning of the Securities Act of 1933, no other underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering.
THIS FILING DOES NOT INVOLVE THE REGISTRATION OF ANY NEW SHARES OF COMMON STOCK. RATHER, THIS FILING UPDATES THE REGISTRATION OF THE COMMON STOCK ORIGINALLY REGISTERED ON FORM SB-2 FILED ON SEPTEMBER 9, 2005. IN ACCORDANCE WITH THE AGREEMENT WITH THE SELLING SHAREHOLDERS, WE ARE OBLIGATED TO MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT FOR A SPECIFIC PERIOD OF TIME.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 26, 2007
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TABLE OF CONTENTS
Page
Prospectus Summary 2
Risk Factors 3
Forward Looking Statements 7
Use of Proceeds 8
Management's Discussion and Analysis or Plan of Operation 12
Business 21
Description of Property 25
Legal Proceedings 25
Directors and Executive Officers 25
Executive Compensation 26
Security Ownership of Certain Beneficial Owners and Management 28
Market for Common Equity and Related Stockholder Matters 28
Selling Shareholders 30
Certain Relationships and Related Transactions 31
Description of Securities 32
Plan of Distribution 32
Legal Matters 34
Experts 34
Where You Can Find More Information 34
Disclosure of Commission Position on Indemnification for Securities Act Liabilities 34
Index to Financial Statements 34
You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.
