As filed with the Securities and Exchange Commission on February 13, 1998.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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
401(k) & PROFIT SHARING 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,
incorporation or organization)
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<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) to be issued
pursuant to the LecTec 300,000 shares $4.81 $1,443,000 $426.00
Corporation 401(k) &
Profit Sharing Plan(2) (2) (2) (2) (2)
- -----------------------------------------------------------------------------------------------
</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.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
<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 or by the Company's 401(k) & Profit
Sharing Plan (the "Plan") 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
<PAGE>
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 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
23.1 Consent of Grant Thornton LLP
24.1 Powers of Attorney
The Company has submitted or will submit the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan under Section
401 of the Internal Revenue Code.
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:
(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 the 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) under the Securities Act of 1933 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; and
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
Provided, however, that subparagraphs (1)(i) and (1)(ii) above 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 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.
(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 (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.
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 of 1933, 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
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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 Chief Executive Officer,
- --------------------------------------- President and Chairman
Rodney A. Young (Principal Executive Officer)
/s/ Deborah L. Moore Chief Financial Officer
- --------------------------------------- (Principal Financial and
Deborah L. Moore Accounting Officer)
Director
- ---------------------------------------
Lee M. Berlin
Director
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Alan C. Hymes, M.D.
* Director
- ---------------------------------------
Paul O. Johnson
* Director
- ---------------------------------------
Bert J. McKasy
Director
- ---------------------------------------
Marilyn K. Speedie
* Director
- ---------------------------------------
Donald C. Wegmiller
*By /s/ Rodney A. Young
- ---------------------------------------
Rodney A. Young, as Attorney-In-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
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 401(k) &
PROFIT SHARING PLAN
By: LecTec Corporation
By: /s/Deborah L. Moore
--------------------------
Plan Administrator
<PAGE>
EXHIBIT INDEX
Exhibit
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23.1 Consent of Grant Thornton LLP
24.1 Powers of Attorney
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 of LecTec Corporation's 401(k) & Profit Sharing Plan (the "Plan"), with
respect to shares of Common Stock of LecTec Corporation to be issued under the
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 that 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
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By
- -------------------------------------
Lee M. Berlin, Director
By
- -------------------------------------
Alan C. Hymes, M.D., Director
By /s/Paul O. Johnson Dated: February 13, 1998
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Paul O. Johnson, Director
By /s/Bert J. McKasy Dated: February 13, 1998
- -------------------------------------
Bert J. McKasy, Director
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
