As filed with the Securities and Exchange Commission on February 18, 1999
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
10701 Red Circle Drive
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices)
LECTEC CORPORATION 1998 STOCK OPTION PLAN
LECTEC CORPORATION 1998 DIRECTORS' STOCK OPTION 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) 700,000 $2.00 $1,400,000.00 $390.00
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents 500,000 of shares of
Common Stock that may be issued pursuant to the LecTec Corporation 1998
Stock Option Plan and 200,000 shares of Common Stock that may be issued
pursuant to the LecTec Corporation 1998 Directors' Stock Option 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been filed by LecTec Corporation
(the "Company") with the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10-K for the year ended June 30,
1998;
(b) The Quarterly Report on Form 10-Q for the quarters ended
September 30, 1998 and December 31, 1998; and
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed on August 28, 1987,
and any amendment or report updating such description filed subsequent
to the date of such Registration Statement and prior to the termination
of the offering described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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 then remaining unsold shall be deemed to be
incorporated by reference in this Prospectus 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 disposition of the proceeding in certain instances. A decision
as to required indemnification is made by a disinterested majority of the Board
of
II-1
<PAGE>
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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------
4.1 LecTec Corporation 1998 Stock Option Plan
4.2 LecTec Corporation 1998 Directors' Stock Option 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
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
(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
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<PAGE>
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.
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<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 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 18, 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 18, 1999.
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
* Director February 18, 1999
- ------------------------
Lee M. Berlin
* Director February 18, 1999
- ------------------------
Alan C. Hymes, M.D.
* Director February 18, 1999
- ------------------------
Paul O. Johnson
* Director February 18, 1999
- ------------------------
Bert J. McKasy
* Director February 18, 1999
- ------------------------
Marilyn K. Speedie
* Director February 18, 1999
- ------------------------
Donald C. Wegmiller
*By /s/ Rodney A. Young
---------------------
Rodney A. Young, as Attorney-In-Fact
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 LecTec Corporation 1998 Stock Option Plan
4.2 LecTec Corporation 1998 Directors' Stock Option Plan
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
this Registration Statement)
24 Power of Attorney
II-5
EXHIBIT 4.1
LECTEC CORPORATION
1998 STOCK OPTION PLAN
1. Purpose.
The purpose of the LecTec Corporation 1998 Stock Option Plan (the
"Plan") is to aid in maintaining and developing personnel capable of assuring
the future success of LecTec Corporation, a Minnesota corporation (the
"Company"), to offer such personnel additional incentives to put forth maximum
efforts for the success of the business and to afford such personnel an
opportunity to acquire a proprietary interest in the Company through stock
options. Options granted under the Plan may be either Incentive Stock Options or
Options which do not qualify as Incentive Stock Options.
2. Definitions.
As used in the Plan, the following terms shall have the meanings set
forth below:
(a) "Affiliate" shall mean (i) any entity that, directly or indirectly,
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, as determined by
the Committee.
(b) "Award" shall mean any Option or Stock Appreciation Right granted
under the Plan.
(c) "Award Agreement" shall mean the written agreement, contract or
other instrument or document evidencing an Award granted under the Plan. Each
Award Agreement shall be subject to the applicable terms and conditions of the
Plan and any other terms and conditions (not inconsistent with the Plan)
determined by the Committee.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder.
(e) "Committee" shall mean the committee of directors designated by the
Board of Directors of the Company to administer the Plan. The Committee shall be
comprised of not less than such number of directors as shall be required to
permit Awards granted under the Plan to qualify under Rule 16b-3, and each
member of the Committee shall be a "Non-Employee Director" within the meaning of
Rule 16b-3. In addition, to the extent required by Section 162(m) of the Code,
at all times all members of the Committee shall be "outside directors" within
the meaning of Section 162(m) of the Code.
(f) "Eligible Person" shall mean, with respect to Incentive Stock
Options, any full or part-time employee (including, but not limited to, officers
and directors who are also employees) of the Company and of its Affiliates.
"Eligible Person" shall also include, with respect to Options which do not
qualify as Incentive Stock Options, consultants or independent contractors
providing valuable services to the Company or its subsidiaries who are not also
employees thereof.
<PAGE>
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(h) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. Notwithstanding the foregoing,
for purposes of the Plan, the Fair Market Value of Shares on a given date shall
be (i) the last sale price of the Shares as reported on the Nasdaq National
Market on such date, if the Shares are then quoted on the Nasdaq National
Market, or (ii) the closing price of the Shares on such date on a national
securities exchange, if the Shares are then being traded on a national
securities exchange.
(i) "Incentive Stock Options" shall mean Incentive Stock Options within
the meaning of Section 422 of the Code.
(j) "Option" shall mean either Incentive Stock Options or Options which
do not qualify as Incentive Stock Options; provided, however, that to the extent
the aggregate Fair Market Value of the Shares with respect to which all
Incentive Stock Options are exercisable for the first time by an employee during
any calendar year (under all plans described in Section 422 of the Code of his
or her employer corporation and its parent or Affiliates described in Section
424(e) or 424(f) of the Code) exceeds $100,000, such Options shall be treated as
Options which do not qualify as Incentive Stock Options.
(k) "Participant" shall mean any Eligible Person designated to be
granted an Award under the Plan.
(l) "Person" shall mean any individual, corporation, partnership,
association or trust.
(m) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Exchange Act or any successor rule or
regulation.
(n) "Shares" shall mean shares of Common Stock, par value $.01 per
share, of the Company or such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.
(o) "Stock Appreciation Right" shall mean any right granted under
Section 5(b) of the Plan.
3. Administration.
(a) Power and Authority of the Committee. The Plan shall be
administered by the Committee. Subject to the terms of the Plan and applicable
law, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the Award to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by (or the method
by
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<PAGE>
which payments or other rights are to be calculated in connection with) each
Award; (iv) determine the terms and conditions of any Award or Award Agreement;
(v) amend the terms and conditions of any Award or Award Agreement; (vi)
accelerate the exercisability of any Award or the lapse of restrictions relating
to any Award; (vii) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, other securities or other
property, or canceled, forfeited or suspended; (viii) determine whether, to what
extent and under what circumstances cash, Shares, other securities, other
property and other amounts payable with respect to an Award under the Plan shall
be deferred either automatically or at the election of the holder thereof or the
Committee; (ix) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (x) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (xi) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon any Participant and any holder or beneficiary
of any Award.
(b) Meetings of the Committee. The Committee shall select one of its
members as its chair and shall hold its meetings at such times and places as the
Committee may determine. A majority of the Committee's members shall constitute
a quorum. All determinations of the Committee shall be made by not less than a
majority of its members. Any decision or determination reduced to writing and
signed by all of the members of the Committee shall be fully effective as if it
had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and may make such rules and regulations for
the conduct of its business as it shall deem advisable.
4. Shares Available for Awards.
(a) Shares Available. Subject to adjustment as provided in Section
4(c), the number of Shares available for granting Awards under the Plan shall be
500,000. Shares issued pursuant to the Plan may be either from the authorized
but unissued Shares or from Shares reacquired by the Company, including Shares
purchased in the open market. If any Shares covered by an Award or to which an
Award relates are not purchased by the Participant or are forfeited, or if an
Award otherwise terminates without delivery of any Shares, then the number of
Shares counted against the aggregate number of Shares available under the Plan
with respect to such Award, to the extent of any such forfeiture or termination,
shall again be available for granting Awards under the Plan. In addition, any
Shares that are used by a Participant as full or partial payment to the Company
of the purchase price of Shares acquired upon exercise of an Option granted
pursuant to the Plan shall again be available for granting Awards.
Notwithstanding the foregoing, the number of Shares available for granting
Incentive Stock Options under the Plan shall not exceed 500,000, subject to
adjustment as provided in the Plan and Section 422 or 424 of the Code or any
successor provision.
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<PAGE>
(b) Accounting for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to purchase Shares, the number of Shares covered by
such Award or to which such Award relates shall be counted on the date of grant
of such Award against the aggregate number of Shares available for granting
Awards under the Plan.
(c) Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise price
with respect to any Award; provided, however, that the number of Shares covered
by any Award or to which such Award relates shall always be a whole number.
5. Awards.
(a) Options. The Committee is hereby authorized to grant Options to
Eligible Persons with the following terms and conditions, including the type of
Option granted, and with such additional terms and conditions not inconsistent
with the provisions of the Plan, as the Committee shall determine:
(i) Exercise Price. The exercise price for all Incentive Stock
Options granted under the Plan shall be determined by the Committee but
shall not be less than 100% of the Fair Market Value of Shares at the
date of granting of such Option. The exercise price for Options granted
under the Plan which do not qualify as Incentive Stock Options shall
also be determined by the Committee.
(ii) Option Term. The term of each Option shall be fixed by
the Committee in the Award Agreement. The Committee shall be under no
duty to provide terms of like duration for Options granted under the
Plan, but the term of an Incentive Stock Option may not extend more
than ten (10) years from the date of granting of such Option, and the
term of Options granted under the Plan which do not qualify as
Incentive Stock Options may not extend more than fifteen (15) years
from the date of granting of such Option.
(iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part and the method or methods by which, and the form or
forms (including, without limitation, cash, Shares, other securities,
other property or a promissory note, which shall provide for interest
at a rate not less than
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<PAGE>
the minimum rate required to avoid imputation of income, original issue
discount or a below-market-rate loan pursuant to Sections 483, 1274 or
7872 of the Code, or any combination thereof, having a Fair Market
Value on the exercise date equal to the applicable exercise price) in
which payment of the exercise price with respect thereto may be made or
deemed to have been made.
(b) Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Eligible Persons subject to the terms of the
Plan and any applicable Award Agreement. A Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive upon
exercise thereof the excess of (i) the Fair Market Value of one Share on the
date of exercise (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over (ii) the grant price
of the Stock Appreciation Right as specified by the Committee, which price shall
not be less than 100% of the Fair Market Value of one Share on the date of grant
of the Stock Appreciation Right. Subject to the terms of the Plan and any
applicable Award Agreement, the grant price, term, methods of exercise, dates of
exercise, methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.
(c) General.
(i) Awards May Be Granted Separately or Together. Awards may,
in the discretion of the Committee, be granted either alone or in
addition to, in tandem with or in substitution for any other Award or
any award granted under any plan of the Company or any Affiliate other
than the Plan. Awards granted in addition to or in tandem with other
Awards or in addition to or in tandem with awards granted under any
such other plan of the Company or any Affiliate may be granted either
at the same time as or at a different time from the grant of such other
Awards or awards.
(ii) Forms of Payment under Awards. Subject to the terms of
the Plan and any applicable Award Agreement, payments or transfers to
be made by the Company or an Affiliate upon the grant, exercise or
payment of an Award may be made in such form or forms as the Committee
shall determine (including, without limitation, cash, Shares, other
securities or other property, or any combination thereof) and may be
made in a single payment or transfer, in installments or on a deferred
basis, in each case in accordance with rules and procedures established
by the Committee.
(iii) Limits on Transfer of Awards. No Award and no right
under any such Award shall be transferable by a Participant other than
by will or by the laws of descent and distribution or the transfer or
assignment of fully exercisable Awards for gifting purposes; provided,
however, that, if so determined by the Committee, a Participant may, in
the manner established by the Committee, designate a beneficiary or
beneficiaries to exercise the rights of the Participant and receive any
property distributable with respect to any Award upon the
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<PAGE>
death of the Participant. Each Award or right under any Award shall be
exercisable during the Participant's lifetime only by the Participant
or, if permissible under applicable law, by the Participant's guardian
or legal representative. No Award or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance thereof shall be void and
unenforceable against the Company or any Affiliate.
(iv) Restrictions; Securities Exchange Listing. All
certificates for Shares or other securities delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such
stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations and other
requirements of the Securities and Exchange Commission and any
applicable federal or state securities laws, and the Committee may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions. If the Shares or other
securities are traded on a securities exchange, the Company shall not
be required to deliver any Shares or other securities covered by an
Award unless and until such Shares or other securities have been
admitted for trading on such securities exchange.
(v) Award Limitations Under the Plan. No Eligible Person, who
is an employee of the Company at the time of grant, may be granted any
Award or Awards, the value of which Awards are based solely on an
increase in the value of the Shares after the date of grant of such
Awards, for more than 200,000 Shares (subject to adjustment as provided
in Section 4(c)), in the aggregate, in any calendar year period
beginning with the period commencing January 1, 1998 and ending
December 31, 1998. The foregoing annual limitation specifically
includes the grant of any Awards representing "qualified
performance-based compensation" within the meaning of Section 162(m) of
the Code.
6. Amendment and Termination; Corrections.
(a) Amendments to the Plan. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
that, notwithstanding any other provision of the Plan or any Award Agreement, no
amendment to the Plan will be made without the prior approval of the
shareholders of the Company that: (i) requires shareholder approval under the
rules or regulations of the National Association of Securities Dealers, Inc. or
any securities exchange that are applicable to the Company; (ii) increases the
number of shares authorized under the Plan as specified in Section 4(a); or
(iii) permits the award of Options or Stock Appreciation Rights at a price less
than 100% of the Fair Market Value of a Share on the date of grant of such
Option or Stock Appreciation Right, as prohibited by Sections 5(a)(i) and 5(b).
(b) Amendments to Awards. Subject to the provisions of the Plan, the
Committee may waive any conditions of or rights of the Company under any
outstanding Award, prospectively or retroactively. The Committee may not amend,
alter, suspend, discontinue or terminate any
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<PAGE>
outstanding Award, prospectively or retroactively, without the consent of the
Participant or holder or beneficiary thereof, except as otherwise herein
provided.
(c) Correction of Defects, Omissions and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.
7. Income Tax Withholding and Tax Bonuses.
(a) In order to comply with all applicable federal or state income tax
laws or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal or state payroll, withholding, income or
other taxes, which are the sole and absolute responsibility of a Participant
under the Plan, are withheld or collected from such Participant. In order to
assist a Participant in paying all federal and state taxes to be withheld or
collected upon exercise of an Award which does not qualify as an Incentive Stock
Option hereunder, the Committee, in its absolute discretion and subject to such
additional terms and conditions as it may adopt, shall permit the Participant to
satisfy such tax obligation by (i) electing to have the Company withhold a
portion of the shares otherwise to be delivered upon exercise of such Award with
a Fair Market Value equal to such taxes or (ii) delivering to the Company Shares
other than the Shares issuable upon exercise of such Award with a Fair Market
Value equal to such taxes.
(b) The Committee shall have the authority, at the time of grant of an
Award under the Plan or at any time thereafter, to approve tax bonuses to
designated Participants to be paid upon their exercise of Awards granted
hereunder. The amount of any such payments shall be determined by the Committee.
The Committee shall have full authority in its absolute discretion to determine
the amount of any such tax bonus and the terms and conditions affecting the
vesting and payment thereafter.
8. Ten-Percent Shareholder Rule.
Notwithstanding any other provision in the Plan, if at the time an
Option is otherwise to be granted pursuant to the Plan the Participant owns
directly or indirectly (within the meaning of Section 424(d) of the Code) Shares
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or its parent or its Affiliates (within the
meaning of Section 424(e) or 424(f) of the Code), if any, then any Incentive
Stock Option to be granted to such Participant pursuant to the Plan shall
satisfy the requirements of Section 422(c)(7) of the Code, the Option price
shall be not less than 110% of the Fair Market Value of the Shares determined as
described herein and such Option by its terms shall not be exercisable after the
expiration of five (5) years from the date such Option is granted.
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<PAGE>
9. General Provisions.
(a) No Rights to Awards. No Eligible Person, Participant or other
Person shall have any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to different Participants.
(b) Award Agreements. No Participant shall have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company.
(c) No Rights of Shareholders. Neither a Participant nor the
Participant's legal representative shall be, or have any of the rights and
privileges of, a shareholder of the Company in respect of any Shares issuable
upon the exercise or payment of any Award, in whole or in part, unless and until
certificates for such Shares shall have been issued.
(d) No Limit on Other Compensation Plans or Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation plans or arrangements,
and such plans or arrangements may be either generally applicable or applicable
only in specific cases.
(e) Governing Law. The internal law, and not the law of conflicts, of
the State of Minnesota will govern all questions concerning the validity,
construction and effect of the Plan and any rules and regulations relating to
the Plan.
(f) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.
(g) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
(h) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.
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<PAGE>
(i) No Fractional Shares. No stock certificate for a fractional Share
shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine, in connection with the issuance or delivery of any
stock certificate pursuant to an Award, whether cash shall be paid in lieu of
any fractional Share or whether such fractional Share and any rights thereto
shall be canceled, terminated or otherwise eliminated.
10. Effective Date of the Plan.
The Plan shall be effective as of the date of its approval by the
shareholders of the Company.
11. Term of the Plan.
Unless the Plan shall have been discontinued as provided in Section 6,
the Plan shall terminate on November 19, 2008. No Award may be granted after
such termination, but termination of the Plan shall not, without the consent of
the Participant, alter or impair any rights or obligations under any Award
theretofore granted.
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EXHIBIT 4.2
LECTEC CORPORATION
1998 DIRECTORS' STOCK OPTION PLAN
1. Purpose.
The purpose of the LecTec Corporation 1998 Directors' Stock Option Plan
(the "Plan") is to aid in attracting and retaining directors capable of assuring
the future success of LecTec Corporation (the "Company"), to offer the directors
incentives to put forth maximum efforts for the success of the Company's
business and to afford the directors an opportunity to acquire a proprietary
interest in the Company.
2. Definitions.
As used in the Plan, the following terms shall have the meanings set
forth below:
(a) "Affiliate" shall mean (i) any entity that, directly or indirectly,
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, as determined by
the Committee.
(b) "Award" shall mean any Option or Stock Appreciation Right granted
under the Plan.
(c) "Award Agreement" shall mean the written agreement, contract or
other instrument or document evidencing an Award granted under the Plan. Each
Award Agreement shall be subject to the applicable terms and conditions of the
Plan and any other terms and conditions (not inconsistent with the Plan)
determined by the Committee.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder.
(e) "Committee" shall mean the committee of directors designated by the
Board of Directors of the Company to administer the Plan. The Committee shall be
comprised of not less than such number of directors as shall be required to
permit Awards granted under the Plan to qualify under Rule 16b-3, and each
member of the Committee shall be a "Non-Employee Director" within the meaning of
Rule 16b-3.
(f) "Eligible Person" shall mean any director of the Company who is not
an employee of the Company or any Affiliate of the Company.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
<PAGE>
(h) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. Notwithstanding the foregoing,
for purposes of the Plan, the Fair Market Value of Shares on a given date shall
be (i) the last sale price of the Shares as reported on the Nasdaq National
Market on such date, if the Shares are then quoted on the Nasdaq National
Market, or (ii) the closing price of the Shares on such date on a national
securities exchange, if the Shares are then being traded on a national
securities exchange.
(i) "Option" shall mean an option granted under Section 5(a) of the
Plan that is not intended to qualify as an incentive stock option under Section
422 of the Code or any successor provision.
(j) "Participant" shall mean any Eligible Person designated to be
granted an Award under the Plan.
(k) "Person" shall mean any individual, corporation, partnership,
association or trust.
(l) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Exchange Act or any successor rule or
regulation.
(m) "Shares" shall mean shares of Common Stock, par value $.01 per
share, of the Company or such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.
(n) "Stock Appreciation Right" shall mean any right granted under
Section 5(b) of the Plan.
3. Administration.
(a) Power and Authority of the Committee. The Plan shall be
administered by the Committee. Subject to the terms of the Plan and applicable
law, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the Award to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by (or the method
by which payments or other rights are to be calculated in connection with) each
Award; (iv) determine the terms and conditions of any Award or Award Agreement;
(v) amend the terms and conditions of any Award or Award Agreement; (vi)
accelerate the exercisability of any Award or the lapse of restrictions relating
to any Award; (vii) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, other securities or other
property, or canceled, forfeited or suspended; (viii) determine whether, to what
extent and under what circumstances cash, Shares, other securities, other
property and other amounts payable with respect to an Award under the Plan shall
be deferred either automatically or at the election of the holder thereof or the
Committee; (ix) interpret and administer the Plan and any instrument or
agreement
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<PAGE>
relating to, or Award made under, the Plan; (x) establish, amend, suspend or
waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (xi) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon any Participant and any holder or beneficiary
of any Award.
(b) Meetings of the Committee. The Committee shall select one of its
members as its chair and shall hold its meetings at such times and places as the
Committee may determine. A majority of the Committee's members shall constitute
a quorum. All determinations of the Committee shall be made by not less than a
majority of its members. Any decision or determination reduced to writing and
signed by all of the members of the Committee shall be fully effective as if it
had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and may make such rules and regulations for
the conduct of its business as it shall deem advisable.
4. Shares Available for Awards.
(a) Shares Available. Subject to adjustment as provided in Section
4(c), the number of Shares available for granting Awards under the Plan shall be
200,000. Shares issued pursuant to the Plan may be either from the authorized
but unissued Shares or from Shares reacquired by the Company, including Shares
purchased in the open market. If any Shares covered by an Award or to which an
Award relates are not purchased by the Participant or are forfeited, or if an
Award otherwise terminates without delivery of any Shares, then the number of
Shares counted against the aggregate number of Shares available under the Plan
with respect to such Award, to the extent of any such forfeiture or termination,
shall again be available for granting Awards under the Plan. In addition, any
Shares that are used by a Participant as full or partial payment to the Company
of the purchase price of Shares acquired upon exercise of an Option granted
pursuant to the Plan shall again be available for granting Awards.
(b) Accounting for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to purchase Shares, the number of Shares covered by
such Award or to which such Award relates shall be counted on the date of grant
of such Award against the aggregate number of Shares available for granting
Awards under the Plan.
(c) Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the
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<PAGE>
Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of Shares (or other securities or other property)
which thereafter may be made the subject of Awards, (ii) the number and type of
Shares (or other securities or other property) subject to outstanding Awards and
(iii) the purchase or exercise price with respect to any Award; provided,
however, that the number of Shares covered by any Award or to which such Award
relates shall always be a whole number.
5. Awards.
(a) Options. The Committee is hereby authorized to grant Options to
Eligible Persons with the following terms and conditions, and with such
additional terms and conditions not inconsistent with the provisions of the
Plan, as the Committee shall determine:
(i) Exercise Price. The purchase price per Share purchasable
under an Option shall be determined by the Committee; provided,
however, that such purchase price shall not be less than 100% of the
Fair Market Value of a Share on the date of grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by
the Committee.
(iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part and the method or methods by which, and the form or
forms (including, without limitation, cash, Shares, other securities,
other property or a promissory note, which shall provide for interest
at a rate not less than the minimim rate required to avoid imputation
of income, original issue discount or a below market rate loan pursuant
to Sections 483, 1274 or 7872 of the Code or other property, or any
combination thereof, having a Fair Market Value on the exercise date
equal to the applicable exercise price) in which payment of the
exercise price with respect thereto may be made or deemed to have been
made.
(b) Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Eligible Persons subject to the terms of the
Plan and any applicable Award Agreement. A Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive upon
exercise thereof the excess of (i) the Fair Market Value of one Share on the
date of exercise (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over (ii) the grant price
of the Stock Appreciation Right as specified by the Committee, which price shall
not be less than 100% of the Fair Market Value of one Share on the date of grant
of the Stock Appreciation Right. Subject to the terms of the Plan and any
applicable Award Agreement, the grant price, term, methods of exercise, dates of
exercise, methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.
-4-
<PAGE>
(c) General.
(i) Awards May Be Granted Separately or Together. Awards may,
in the discretion of the Committee, be granted either alone or in
addition to, in tandem with or in substitution for any other Award or
any award granted under any plan of the Company or any Affiliate other
than the Plan. Awards granted in addition to or in tandem with other
Awards or in addition to or in tandem with awards granted under any
such other plan of the Company or any Affiliate may be granted either
at the same time as or at a different time from the grant of such other
Awards or awards.
(ii) Forms of Payment under Awards. Subject to the terms of
the Plan and any applicable Award Agreement, payments or transfers to
be made by the Company or an Affiliate upon the grant, exercise or
payment of an Award may be made in such form or forms as the Committee
shall determine (including, without limitation, cash, Shares, other
securities or other property, or any combination thereof) and may be
made in a single payment or transfer, in installments or on a deferred
basis, in each case in accordance with rules and procedures established
by the Committee.
(iii) Limits on Transfer of Awards. No Award and no right
under any such Award shall be transferable by a Participant other than
by will or by the laws of descent and distribution or the transfer or
assignment of fully exercisable Awards for gifting purposes; provided,
however, that, if so determined by the Committee, a Participant may, in
the manner established by the Committee, designate a beneficiary or
beneficiaries to exercise the rights of the Participant and receive any
property distributable with respect to any Award upon the death of the
Participant. Each Award or right under any Award shall be exercisable
during the Participant's lifetime only by the Participant or, if
permissible under applicable law, by the Participant's guardian or
legal representative. No Award or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance thereof shall be void and
unenforceable against the Company or any Affiliate.
(iv) Restrictions; Securities Exchange Listing. All
certificates for Shares or other securities delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such
stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations and other
requirements of the Securities and Exchange Commission and any
applicable federal or state securities laws, and the Committee may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions. If the Shares or other
securities are traded on a securities exchange, the Company shall not
be required to deliver any Shares or other securities covered by an
Award unless and until such Shares or other securities have been
admitted for trading on such securities exchange.
-5-
<PAGE>
6. Amendment and Termination; Corrections.
(a) Amendments to the Plan. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
that, notwithstanding any other provision of the Plan or any Award Agreement, no
amendment to the Plan will be made without the prior approval of the
shareholders of the Company that: (i) requires shareholder approval under the
rules or regulations of the National Association of Securities Dealers, Inc. or
any securities exchange that are applicable to the Company; (ii) increases the
number of shares authorized under the Plan as specified in Section 4(a); or
(iii) permits the award of Options or Stock Appreciation Rights at a price less
than 100% of the Fair Market Value of a Share on the date of grant of such
Option or Stock Appreciation Right, as prohibited by Sections 5(a)(i) and 5(b).
(b) Amendments to Awards. Subject to the provisions of the Plan, the
Committee may waive any conditions of or rights of the Company under any
outstanding Award, prospectively or retroactively. The Committee may not amend,
alter, suspend, discontinue or terminate any outstanding Award, prospectively or
retroactively, without the consent of the Participant or holder or beneficiary
thereof, except as otherwise herein provided.
(c) Correction of Defects, Omissions and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.
7. Income Tax Withholding and Tax Bonuses.
(a) In order to comply with all applicable federal or state income tax
laws or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal or state payroll, withholding, income or
other taxes, which are the sole and absolute responsibility of a Participant
under the Plan, are withheld or collected from such Participant. In order to
assist a Participant in paying all federal and state taxes to be withheld or
collected upon exercise of an Award, the Committee, in its absolute discretion
and subject to such additional terms and conditions as it may adopt, shall
permit the Participant to satisfy such tax obligation by (i) electing to have
the Company withhold a portion of the Shares otherwise to be delivered upon
exercise of such Award with a Fair Market Value equal to such taxes or (ii)
delivering to the Company Shares other than the Shares issuable upon exercise of
such Award with a Fair Market Value equal to such taxes.
(b) The Committee shall have the authority, at the time of grant of an
Award under the Plan or at any time thereafter, to approve tax bonuses to
designated Participants to be paid upon their exercise of Awards granted
hereunder. The amount of any such payments shall be determined by the Committee.
The Committee shall have full authority in its absolute discretion to determine
the amount of any such tax bonus and the terms and conditions affecting the
vesting and payment thereafter.
-6-
<PAGE>
8. Effect of Termination of Directorship.
A Participant's rights hereunder or under any outstanding Award shall
not terminate because that Participant ceases to be a Director.
9. General Provisions.
(a) No Rights to Awards. No Eligible Person, Participant or other
Person shall have any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to different Participants.
(b) Award Agreements. No Participant shall have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company.
(c) No Rights of Shareholders. Neither a Participant nor the
Participant's legal representative shall be, or have any of the rights and
privileges of, a shareholder of the Company in respect of any Shares issuable
upon the exercise or payment of any Award, in whole or in part, unless and until
certificates for such Shares shall have been issued.
(d) No Limit on Other Compensation Plans or Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation plans or arrangements,
and such plans or arrangements may be either generally applicable or applicable
only in specific cases.
(e) Governing Law. The internal law, and not the law of conflicts, of
the State of Minnesota will govern all questions concerning the validity,
construction and effect of the Plan and any rules and regulations relating to
the Plan.
(f) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such
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<PAGE>
right shall be no greater than the right of any unsecured general creditor of
the Company or any Affiliate.
(h) No Fractional Shares. No stock certificate for a fractional Share
shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine, in connection with the issuance or delivery of any
stock certificate pursuant to an Award, whether cash shall be paid in lieu of
any fractional Share or whether such fractional Share and any rights thereto
shall be canceled, terminated or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
10. Effective Date of the Plan.
The Plan shall be effective as of the date of its approval by the
shareholders of the Company.
11. Term of the Plan.
Unless the Plan shall have been discontinued as provided in Section 6,
the Plan shall terminate on November 19, 2008. No Award may be granted after
such termination, but termination of the Plan shall not, without the consent of
the Participant, alter or impair any rights or obligations under any Award
theretofore granted.
-8-
EXHIBIT 5
[LETTERHEAD OF DORSEY & WHITNEY LLP]
February 18, 1999
LecTec Corporation
10701 Red Circle Drive
Minnetonka, Minnesota 55343
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 (the
"Registration Statement") relating to the sale by the Company from time to time
of up to 700,000 shares of Common Stock, $.01 par value per share, of the
Company (the "Shares"), 500,000 of which are issuable pursuant to the Company's
1998 Stock Option Plan and 200,000 of which are issuable pursuant to the
Company's 1998 Directors' Stock Option 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 opinions
set forth below.
In rendering our opinions, 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 have also 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 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 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.
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
EXHIBIT 23.1
CONSENT OF CERTIFIED INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated August 12, 1998 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, 1998
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 11, 1999
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 1998 Stock Option Plan and the
LecTec Corporation 1998 Directors' Stock Option 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
---- ----- ----
Chief Executive Officer, President February 18, 1999
- ------------------------ and Chairman (Principal Executive
Rodney A. Young Officer)
Chief Financial Officer (Principal February 18, 1999
- ------------------------ Financial and Accounting Officer)
Deborah L. Moore
* Director February 18, 1999
- ------------------------
Lee M. Berlin
* Director February 18, 1999
- ------------------------
Alan C. Hymes, M.D.
* Director February 18, 1999
- ------------------------
Paul O. Johnson
* Director February 18, 1999
- ------------------------
Bert J. McKasy
* Director February 18, 1999
- ------------------------
Marilyn K. Speedie
* Director February 18, 1999
- ------------------------
Donald C. Wegmiller
