As filed with the Securities and Exchange Commission on February 25, 1999
Registration No. 333-72571
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8/A
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
10701 Red Circle Drive
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices)
LECTEC CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(full title of the plan)
Mr. Rodney A. Young Copy to:
Chief Executive Officer Timothy S. Hearn, Esq.
LecTec Corporation 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 55402-1498
(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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Proposed Proposed
class of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be registered registered (1) Price per Share (2) Offering Price (2) Registration Fee (2)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 200,000 $2.00 $400,000.00 $112.00
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents the number of shares
of Common Stock that may be issued pursuant to the LecTec Corporation
Employee Stock Purchase Plan (the "Plan").
(2) Determined pursuant to Rule 457(c), based on the average of the high
and low sale prices of the Common Stock as reported on the Nasdaq
National Market System on February 11, 1999. The Company paid this fee
with the original filing on February 18, 1999.
<PAGE>
This Amendment is being filed solely to file a corrected version of the
Power of Attorney attached as Exhibit 24 to the Form S-8 as originally filed on
February 18, 1999.
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------
4* LecTec Corporation Employee Stock Purchase Plan
5* Opinion of Dorsey & Whitney LLP
23.1* Consent of Grant Thornton LLP
23.2* Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement)
24 Power of Attorney
- ---------------
* Previously filed.
II-1
<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-8/A 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 February 25,
1999.
LECTEC CORPORATION
By /s/ Rodney A. Young
-----------------------------------------------
Rodney A. Young
Chief Executive Officer, President and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on February 25, 1999.
Name Title Date
---- ----- ----
/s/ Rodney A. Young Chief Executive Officer, President February 25, 1999
- ------------------------ and Chairman (Principal Executive
Rodney A. Young Officer)
/s/ Deborah L. Moore Chief Financial Officer (Principal February 25, 1999
- ------------------------ Financial and Accounting Officer)
Deborah L. Moore
* Director February 25, 1999
- ------------------------
Lee M. Berlin
* Director February 25, 1999
- ------------------------
Alan C. Hymes, M.D.
* Director February 25, 1999
- ------------------------
Paul O. Johnson
* Director February 25, 1999
- ------------------------
Bert J. McKasy
* Director February 25, 1999
- ------------------------
Marilyn K. Speedie
* Director February 25, 1999
- ------------------------
Donald C. Wegmiller
*By /s/ Rodney A. Young
---------------------
Rodney A. Young, as Attorney-In-Fact
II-2
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4* LecTec Corporation Employee Stock Purchase Plan
5* Opinion of Dorsey & Whitney LLP
23.1* Consent of Grant Thornton LLP
23.2* Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement)
24 Power of Attorney
- ---------------
* Previously filed.
II-3
EXHIBIT 24
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, and each of them, his or her true and lawful attorneys-in-fact and
agents, 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 (including his or
her capacity as a director and/or officer of LecTec Corporation), to sign a
registration statement, and any or all amendments (including post-effective
amendments) thereto, on Form S-8 for the sale of shares of LecTec Corporation
Common Stock pursuant to the LecTec Corporation Employee Stock Purchase Plan,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Rodney A. Young Chief Executive Officer, President February 18, 1999
- ------------------------ and Chairman (Principal Executive
Rodney A. Young Officer)
/s/ Deborah L. Moore Chief Financial Officer (Principal February 18, 1999
- ------------------------ Financial and Accounting Officer)
Deborah L. Moore
/s/ Lee M. Berlin Director February 18, 1999
- ------------------------
Lee M. Berlin
/s/ Alan C. Hymes Director February 18, 1999
- ------------------------
Alan C. Hymes, M.D.
/s/ Paul O. Johnson Director February 18, 1999
- ------------------------
Paul O. Johnson
/s/ Bert J. McKasy Director February 18, 1999
- ------------------------
Bert J. McKasy
/s/ Marilyn K. Speedie Director February 18, 1999
- ------------------------
Marilyn K. Speedie
/s/ Donald C. Wegmiller Director February 18, 1999
- ------------------------
Donald C. Wegmiller
