As filed with the Securities and Exchange Commission on November 13, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
LECTEC CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1301878
(State or other jurisdiction of) (I.R.S Employer Identification No.)
incorporation or organization
10701 Red Circle Drive
Minnetonka, Minnesota 55343
(612) 933-2291
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Copy to:
Rodney A. Young Timothy S. Hearn
LecTec Corporation Dorsey & Whitney LLP
10701 Red Circle Drive Pillsbury Center South
Minnetonka, Minnesota 55343 220 South Sixth Street
(612) 933-2291 Minneapolis, MN 55402
(Name, address, including zip code, (612) 340-7802
and telephone number, including
area code, of agent for service)
----------------------
Approximate date of commencement of proposed sale to the public: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 221,948 shares $6.125 $1,359,431.50 $412.00
==============================================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
November 10, 1997, as reported on the Nasdaq National Market.
----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sales of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED NOVEMBER 13, 1997
PROSPECTUS
LECTEC CORPORATION
----------
221,948 SHARES OF COMMON STOCK
($.01 PAR VALUE)
----------
This Prospectus relates to an aggregate of 221,948 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of LecTec
Corporation, a Minnesota corporation ("LecTec" or the "Company"), that may be
sold from time to time by the shareholders named herein (the "Selling
Shareholders"). See "Selling Shareholders." LecTec will not receive any proceeds
from the sale of the Shares. LecTec has agreed to pay the expenses of
registration of the Shares, including legal and accounting fees.
The Shares offered hereby were acquired by the Selling Shareholders in a
private transaction in October 1997. The Shares are "restricted securities"
under the Securities Act of 1933, as amended (the "Act"), prior to their sale
hereunder. This Prospectus has been prepared for the purpose of registering the
Shares under the Act to allow for future sales by the Selling Shareholders to
the public without restriction. To the knowledge of the Company, the Selling
Shareholders have made no arrangement with any brokerage firm for the sale of
the Shares. The Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Act. Any commissions received by a broker or dealer in
connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under the Act. See "Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the Nasdaq National Market under the trading
symbol "LECT". On November 10, 1997, the last sale price of the Common Stock as
reported on the Nasdaq National Market was $6.25 per share.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY LECTEC.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS
NOT LAWFUL OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR
SOLICITATION.
The date of this Prospectus is November __, 1997.
<PAGE>
AVAILABLE INFORMATION
LecTec is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by LecTec can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at 7 World
Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock of
LecTec is traded on the Nasdaq National Market. Reports, proxy statements and
other information concerning LecTec may be inspected at the National Association
of Securities Dealers, Inc., 1735 K Street N.W., Washington, D.C. 20006. This
Prospectus does not contain all the information set forth in the Registration
Statement and exhibits thereto which LecTec has filed with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), and to which
reference is hereby made. The Commission maintains a site on the World Wide Web
that contains reports, proxy and information statements and other information
regarding issuers that fil electronically with the Commission. The address of
such site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of LecTec which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended June 30, 1997;
(b) Quarterly Report on Form 10-Q for the quarter ended September
30, 1997;
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated August 28,
1987 and any amendment or report filed for the purpose of
updating such description.
All documents filed by LecTec pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
LecTec will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to the Chief Financial Officer, LecTec Corporation, 10701 Red Circle
Drive, Minnetonka, Minnesota 55343, telephone number (612) 933-2291.
<PAGE>
LECTEC CORPORATION
LecTec Corporation designs, manufactures and markets resting diagnostic
electrocardiograph ("ECG") electrodes, conductive and non-conductive adhesive
hydrogels, medical tapes and patches for the topical application of drugs or
other therapeutic compounds. LecTec markets its products to medical products
distributors, physician clinics, hospital purchasing groups, hospitals,
consumers through retail distribution channels, original equipment manufacturers
(OEMs) and direct selling groups. All of the products manufactured by LecTec are
designed to be highly compatible with skin, the largest organ of the human body.
LecTec developed one of the first solid gel disposable ECG electrodes,
which did not require the use of aqueous conductive gels in order to maintain
contact with the skin. LecTec has since continued to develop, manufacture and
market electrodes, as well as hydrogels, medical tapes, topical drug delivery
systems, patches and therapeutic products.
LecTec holds domestic and foreign patents on various products. LecTec,
through its research and development efforts, is investigating new systems and
products for topical drug delivery, new conductive-adhesive hydrogel polymers,
medical tapes and wound care treatments, as well as a smoking cessation pill,
and refining existing technologies for product line extensions and for new
markets.
LecTec was organized in 1977 as a Minnesota corporation. Its principal
executive office is located at 10701 Red Circle Drive, Minnetonka, Minnesota
55343, and its telephone number is (612) 933-2291.
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information, as of November 13,
1997, as to the maximum number of Shares that may be sold by each of the Selling
Shareholders pursuant to this Prospectus.
Number Maximum Number
of Shares Number of Shares
Beneficially of Shares to be Beneficially
Owned Prior Sold Pursuant to Owned After
Name to Offering this Prospectus Offering (1)
---- ----------- --------------- ------------
Larry Miller (2) 78,831 67,395 11,436
Kent McCreight (3) 33,197 31,987 1,210
Wyman Lo 30,720 30,720 0
Kate Billings (4) 23,028 23,028 0
Richard & Marlys Lynch 12,763 12,763 0
Jerry Schildroth 9,522 9,522 0
Francis Onwualu (5) 7,972 7,959 13
Alligator Investment Group (6)
Attn: David Kelly 7,618 7,618 0
Maya Tandon 4,275 4,275 0
Chris Palm 3,999 3,999 0
Terry & Stan Scott 3,999 3,999 0
Carolyn Greene 2,984 2,984 0
Jane Gilchrist 2,785 2,785 0
Basil & Margaret Pace 1,996 1,996 0
Gary Petrucci 1,996 1,996 0
Norman Lo 1,981 1,981 0
Dean Akins 1,904 1,904 0
Patrick Reynolds 1,866 1,866 0
Melvin Awes (7) 762 762 0
Harvette Gray 995 995 0
Roland Thomas 995 995 0
Jan Magrane 419 419 0
------- ------- ------
Total 234,607 221,948 12,659
- -------------------
(1) Assumes the sale of all Shares covered by this Prospectus.
(2) Mr. Miller served as a director of Pharmadyne Corporation, a majority owned
subsidiary of the Company, for a period of time including the time period
from November 1994 until January 1996.
(3) Mr. McCreight served as a director of Pharmadyne Corporation for a
period of time including the time period from November 1994 to October
1996. Mr. McCreight served as the Chairman of the Board of Directors of
Pharmadyne Corporation from February 1996 to October 1996.
(4) Ms. Billings served as the President and Chief Executive Officer of
Pharmadyne Corporation for a period of time including the time period from
November 1994 to January 1996. Ms. Billings also was a director of
Pharmadyne Corporation during the same time period.
(5) Mr. Onwualu served as a director of Pharmadyne Corporation from July 1994
to January 1996.
(6) Alligator Investment Group is a general partnership organized under the
laws of the State of Minnesota.
(7) Mr. Awes served as a director of Pharmadyne Corporation from July 1994 to
January 1996.
<PAGE>
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Shareholders for
their own accounts. LecTec will not receive any proceeds from the sale of the
Shares pursuant to this Prospectus. LecTec has agreed to pay the expenses of
registration of the Shares, including legal and accounting fees.
The Selling Shareholders may offer and sell the Shares from time to
time in transactions on the Nasdaq National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. Sales may be
made to or through brokers or dealers who may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholders or the
purchasers of Shares for whom such brokers or dealers may act as agent or to
whom they may sell a principal, or both. As of the date of this Prospectus,
LecTec is not aware of any agreement, arrangement or understanding between any
broker or dealer and the Selling Shareholders.
Whenever a particular offering of Shares is to be made pursuant to this
Prospectus, to the extent required, this Prospectus will be updated to reflect
the name of the Selling Shareholders for whose account Shares are to be so
offered, the number of Shares so offered for such Selling Shareholder's account
and, if such offering is to be made by or through underwriters or dealers, the
names of such underwriters or dealers and the principal terms of the
arrangements between the underwriters or dealers and those Selling Shareholders
for whose account such offering is being made.
The Selling Shareholders and any brokers or dealers acting in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit realized by them on the resale
of Shares as principals may be deemed underwriting compensation under the
Securities Act.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in this Prospectus and elsewhere in the Registration Statement to the
extent and for the periods indicated in their report have been audited by Grant
Thornton LLP, independent certified public accountants, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for
LecTec by Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota
55402.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee..................................... $ 412.00
Accounting Fees and Expenses............................. $ 3,500.00
Legal Fees and Expenses.................................. $ 4,000.00
----------
Total........................................... $ 7,912.00
All fees and expenses other than the Commission registration fee are
estimated. The expenses listed above will be paid by LecTec.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions if such person (1) has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the case
of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances. A decision
as to required indemnification is made by a disinterested majority of the Board
of Directors present at a meeting at which a disinterest quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
LecTec's Bylaws provide that the Company's directors, officers,
committee members and other persons shall have the rights to indemnification
provided by Section 302A.521 of the Minnesota Business Corporation Act.
The Company maintains a directors and officers insurance policy.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Grant Thornton LLP
<PAGE>
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement)
24 Powers of Attorney
ITEM 17. UNDERTAKINGS
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 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change in the
information set forth in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for 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 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
<PAGE>
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.
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 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.
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minnetonka, State of Minnesota, on November 13, 1997.
LECTEC CORPORATION
By /s/ Rodney A. Young
---------------------------------------
Rodney A. Young,
Chairman, Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 13, 1997.
Signature Title
--------- -----
/s/ Rodney A. Young Chairman, Chief Executive Officer and
- -------------------------------- President (principal executive officer)
Rodney A. Young
/s/ Deborah L. Moore Chief Financial Officer (principal financial
- -------------------------------- and accounting officer)
Deborah L. Moore
Paul O. Johnson* Director
Donald C. Wegmiller* Director
*By /s/ Rodney A. Young
--------------------------------------
Rodney A. Young, as Attorney-In-Fact
Exhibit 5
[Dorsey & Whitney LLP Letterhead]
LecTec Corporation
10701 Red Circle Drive
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to LecTec Corporation, a Minnesota corporation
(the "Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale of
up to 221,948 shares (the "Shares") of common stock of the Company, par value
$.01 per share, which will be sold from time to time by the persons named in the
Registration Statement (the "Selling Shareholders"), on the Nasdaq National
Market or otherwise, directly or through underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We also have assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares to be
sold by the Selling Shareholders pursuant to the Registration Statement have
been duly authorized by all requisite corporate action and are validly issued,
fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: November 13, 1997
Very truly yours,
/s/ DORSEY & WHITNEY LLP
TSH
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated August 22, 1997 accompanying the
consolidated financial statements of LecTec Corporation on Form 10-K for the
year ended June 30, 1997 which is incorporated by reference in this Registration
Statement and Prospectus. We consent to the incorporation by reference in the
Registration Statement and Prospectus of said report and to the use of our name
as it appears under the caption "Experts."
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Minneapolis, Minnesota
November 10, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Rodney A. Young and
Deborah L. Moore his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to execute a Registration
Statement on Form S-3 to be filed under the Securities Act of 1933, as amended,
for the registration of the resale of certain shares of Common Stock of LecTec
Corporation, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, 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 to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Dated: November 10, 1997 /s/ Rodney A. Young
---------------------------------------
Rodney A. Young
Dated: November 10, 1997 /s/ Deborah L. Moore
---------------------------------------
Deborah L. Moore
Dated: November 10, 1997 /s/ Paul O. Johnson
---------------------------------------
Paul O. Johnson
Dated: November 10, 1997 /s/ Donald C. Wegmiller
---------------------------------------
Donald C. Wegmiller
