As filed with the Securities and Exchange Commission on February 13, 1998.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
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
(Address of principal executive offices) (Zip code)
LECTEC CORPORATION 1989 STOCK OPTION PLAN
(Full title of plan)
----------------------
Copy to:
Mr. Rodney A. Young Timothy S. Hearn, Esq.
Chief Executive Officer Dorsey & Whitney LLP
10701 Red Circle Drive Pillsbury Center South
Minnetonka, Minnesota 55343 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402
(612) 933-2291 (612) 340-7802
(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.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to be Amount to be Price Aggregate Offering Amount of
registered registered per Unit (1) Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 557,287 $4.81 $2,680,550.00 $791.00
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated as provided in Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high
and low prices of the Common Stock as reported on the Nasdaq National
Market on February 6, 1998.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by LecTec Corporation
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1997 and December 31, 1997; and
(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 to update such
description filed subsequent to the date hereof and prior to
the termination of the offering of the Common Stock offered
hereby.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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
<PAGE>
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 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24.1 Powers of Attorney
Item 9. 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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date hereof (or the most
recent post-effective amendment hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
herein;
(c) To include any material information with respect to
the plan of distribution not previously disclosed
herein or any material change to such information
herein;
provided, however, that subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs 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 this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
<PAGE>
(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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other 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, the registrant
certifies that it has reasonable grounds to believe 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 Minnetonka, State of Minnesota, on this 13th day of
February, 1998.
LecTec Corporation
By /s/ Rodney A. Young
--------------------------------
Rodney A. Young, Chief Executive
Officer, President and Chairman
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated on February 13, 1998.
Signature Title
- --------- -----
/s/ Rodney A. Young
- -------------------------
Rodney A. Young Chief Executive Officer,
President and Chairman
(Principal Executive Officer)
/s/ Deborah L. Moore
- -------------------------
Deborah L. Moore Chief Financial Officer (Principal
Financial and Accounting Officer)
- -------------------------
Lee M. Berlin Director
- -------------------------
Alan C. Hymes, M.D. Director
*
- -------------------------
Paul O. Johnson Director
*
- -------------------------
Bert J. McKasy Director
- -------------------------
Marilyn K. Speedie Director
*
- -------------------------
Donald C. Wegmiller Director
*By /s/ Rodney A. Young
-------------------------------------
Rodney A. Young, as Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24.1 Powers of Attorney
Exhibit 5.1
[DORSEY & WHITNEY LETTERHEAD]
LecTec Corporation
10701 Red Circle Drive
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
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-8
relating to the sale by the Company, and the resale by recipients, from time to
time of up to 557,287 shares of Common Stock, $.01 par value, of the Company
(the "Shares"), initially issuable as stock grants or upon the exercise of stock
options granted pursuant to the Company's 1989 Stock Option Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinion
set forth below.
In rendering our opinion 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. 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 have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is 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.
Dated: February 13, 1998
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 and Subsidiaries
included in the Annual Report on Form 10-K for the year ended June 30, 1997
which is incorporated by reference in this Registration Statement. We consent to
the incorporation by reference in the Registration Statement of the
aforementioned report.
/s/GRANT THORNTON LLP
Minneapolis, Minnesota
February 10, 1998
Exhibit 24.1
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Rodney A. Young and Deborah L.
Moore his or her true and lawful attorneys-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 sign a Registration Statement on Form
S-8 with respect to shares of Common Stock of LecTec Corporation to be issued
under the LecTec Corporation 1989 Stock Option Plan and any and all amendments
thereto, including post-effective amendments, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and any necessary state securities
commissions or other agencies, 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 tha said
attorneys-in-fact and agent, or the substitutes for such attorneys-in-fact and
agent, duly lawfully do or cause to be done by virtue hereof.
Signature Date
- --------- ----
By
---------------------------------------
Lee M. Berlin
By
---------------------------------------
Alan C. Hymes, M.D.
By /s/Paul O. Johnson Dated: February 13, 1998
---------------------------------------
Paul O. Johnson
By /s/Bert J. McKasy Dated: February 13, 1998
---------------------------------------
Bert J. McKasy
By
---------------------------------------
Marilyn K. Speedie
By /s/Donald C. Wegmiller Dated: February 13, 1998
---------------------------------------
Donald C. Wegmiller
By /s/Rodney A. Young Dated: February 13, 1998
---------------------------------------
Rodney A. Young
