UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A-1
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(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2000.
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______.
Commission File Number: 0-16159
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)
Registrant's telephone number, including area code: (952) 933-2291
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.01 per
share.
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein; and will not be contained,
to the best of the Registrant's knowledge, in the definitive proxy statement
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates
of the Registrant as of September 20, 2000 was $6,513,235 based upon the last
reported sale price of the Common Stock at that date by the Nasdaq Stock Market.
The number of shares outstanding of the Registrant's Common Stock as of
September 20, 2000 was 3,904,465 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
information from the Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held November 16, 2000.
<PAGE>
On September 28, 2000, LecTec Corporation (the "Company") filed its
Annual Report on Form 10-K for the Fiscal Year Ended June 30, 2000 (the "Form
10-K"). The sole purpose of this Amendment 10-K/A-1 is to file an additional
Exhibit 10.16.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Schedules and Exhibits
1. Financial Statements
The following consolidated financial statements of the Company
and its subsidiaries are filed as a part of this Form 10-K in
Part II, Item 8:
(i) Report of Independent Certified Public Accountants
(ii) Consolidated Balance Sheets at June 30, 2000 and 1999
(iii) Consolidated Statements of Operations for the years
ended June 30, 2000, 1999 and 1998
(iv) Consolidated Statements of Comprehensive Loss for the
years ended June 30, 2000, 1999 and 1998
(v) Consolidated Statements of Shareholders' Equity for
the years ended June 30, 2000, 1999 and 1998
(vi) Consolidated Statements of Cash Flows for the years
ended June 30, 2000, 1999 and 1998
(vii) Notes to the Consolidated Financial Statements
2. Financial Statement Schedules
(i) Schedule II - Valuation and Qualifying Accounts, for
each of the three years in the period ended June 30,
2000
(ii) Other Schedules - All other schedules have been
omitted because of the absence of the conditions
under which they are required or because the required
information is included in the financial statements
or the notes thereto.
3. Exhibits
Method of
Filing
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3.01 Articles of Incorporation of Registrant, as
amended (1)
3.02 By-laws of Registrant (1)
10.01 Service Agreement dated July 1, 1986,
between LecTec International, Inc., a U.S.
Virgin Islands corporation, and LecTec
Corporation, relating to the sale, lease or
rental of certain property outside the
United States (1)
10.02 Distribution and Commission Agreement dated
July 1, 1986, between LecTec International,
Inc., a U.S. Virgin Islands corporation,
and LecTec Corporation, relating to the
sale, lease or rental of certain property
outside the United States (1)
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<PAGE>
10.03 Certificate of Secretary pertaining to
Resolution of Board of Directors of LecTec
Corporation, dated October 30, 1986,
implementing a Profit Sharing Bonus Plan (1)
**10.04 LecTec Corporation 1989 Stock Option Plan (2)
**10.05 LecTec Corporation 1991 Directors' Stock
Option Plan (2)
10.06 Building lease dated May 24, 1991 between
LecTec Corporation and Sierra Development
Co. for the lease of the manufacturing and
warehouse facility located in Edina,
Minnesota (2)
10.07 First amendment dated May 5, 1997 between
LecTec Corporation and Rushmore Plaza
Partners Limited Partnership for the
extension of the previous lease of the
manufacturing and warehouse facility
located in Edina, Minnesota (2)
10.08 Articles of Merger of Pharmadyne
Corporation into LecTec Corporation dated
December 31, 1997, whereby Pharmadyne, a
wholly-owned subsidiary, is merged into
LecTec Corporation (3)
**10.09 Change In Control Termination Pay Plan
adopted May 27, 1998, for the benefit of
certain employees of LecTec Corporation in
the event of a Change in Control (3)
**10.10 LecTec Corporation Employee Stock Purchase
Plan (4)
**10.11 LecTec Corporation 1998 Stock Option Plan (5)
10.12 LecTec Corporation 1998 Directors' Stock
Option Plan (5)
10.13 Letter of Intent dated April 19, 1999
between LecTec Corporation and Johnson &
Johnson Consumer Companies, Inc., whereby
the parties agree to certain milestones
leading to the development of a skin care
product (6)
10.14 Credit and Security Agreement by and
between LecTec Corporation and Wells Fargo
business Credit, Inc. dated November 22,
1999 and First Amendment To Credit and
Security Agreement and Waiver of Defaults
dated February 9, 2000, whereby the parties
agree to the terms and amended terms
regarding a line of credit (7)
*10.15 Supply Agreement dated as of May 15, 2000
by and between LecTec Corporation and
Novartis Consumer Health, Inc., whereby the
parties agree to terms for the sale of
product from LecTec Corporation to Novartis
Consumer Health, Inc. (8)
*10.16 Supply Agreement dated as of March 21, 2000
by and between LecTec Corporation and
Johnson & Johnson Consumer Companies, Inc.
and Neutrogena Corporation, whereby the
parties agree to terms for the sale of
product from LecTec Corporation to Johnson
& Johnson Consumer Companies, Inc. and
Neutrogena Corporation (9)
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<PAGE>
21.01 Subsidiaries of the Company (8)
23.01 Consent of Grant Thornton LLP (8)
27.01 Financial Data Schedule (8)
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* Confidential treatment has been requested for portions of this
Exhibit pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934 as amended. The confidential portions have been
deleted and filed separately with the United States Securities
and Exchange Commission together with a confidential treatment
request.
** Management contract or compensatory plan or arrangment
required to be filed as an exhibit to this Form 10-K.
(1) Incorporated herein by reference to the Company's Form S-18
Registration Statement (file number 33-9774C) filed on October
31, 1986 and amended on December 12, 1986.
(2) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended June 30, 1997.
(3) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended June 30, 1998.
(4) Incorporated herein by reference to the Company's Registration
Statement on Form S-8 (file number 333-72571) filed on
February 18, 1999.
(5) Incorporated herein by reference to the Company's Registration
Statement on Form S-8 (file number 333-72569) filed on
February 18, 1999.
(6) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended June 30, 1999.
(7) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1999.
(8) Incorporated herein by reference to the Company's Annual
Report on Form 10-K previously filed for the year ended June
30, 2000.
(9) Filed herewith.
(b) 1. Reports on Form 8-K.
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to its
annual report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 6th day of October, 2000.
LECTEC CORPORATION
/s/ Rodney A. Young
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Rodney A. Young
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
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<PAGE>
EXHIBIT INDEX
Exhibits
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3.01 Articles of Incorporation of Registrant, as amended (Note 1).
3.02 By-laws of Registrant (Note 1).
10.01 Service Agreement dated July 1, 1986, between LecTec International,
Inc., a U.S. Virgin Islands corporation, and LecTec Corporation,
relating to the sale, lease or rental of certain property outside
the United States (Note 1).
10.02 Distribution and Commission Agreement dated July 1, 1986, between
LecTec International, Inc., a U.S. Virgin Islands corporation, and
LecTec Corporation, relating to the sale, lease or rental of certain
property outside the United States (Note 1).
10.03 Certificate of Secretary pertaining to Resolution of Board of
Directors of LecTec Corporation, dated October 30, 1986,
implementing a Profit Sharing Bonus Plan (Note 1).
**10.04 LecTec Corporation 1989 Stock Option Plan (Note 2).
**10.05 LecTec Corporation 1991 Directors' Stock Option Plan (Note 2).
10.06 Building lease dated May 24, 1991 between LecTec Corporation and
Sierra Development Co. for the lease of the manufacturing and
warehouse facility located in Edina, Minnesota (Note 2).
10.07 First amendment dated May 5, 1997 between LecTec Corporation and
Rushmore Plaza Partners Limited Partnership for the extension of the
previous lease of the manufacturing and warehouse facility located
in Edina, Minnesota (Note 2).
10.08 Articles of Merger of Pharmadyne Corporation into LecTec Corporation
dated December 31, 1997 , whereby Pharmadyne, a wholly-owned
subsidiary, is merged into LecTec Corporation (Note 3).
**10.09 Change In Control Termination Pay Plan adopted May 27, 1998, for the
benefit of certain employees of LecTec Corporation in the event of a
Change in Control (Note 3).
**10.10 LecTec Corporation Employee Stock Purchase Plan (Note 4).
**10.11 LecTec Corporation 1998 Stock Option Plan (Note 5).
**10.12 LecTec Corporation 1998 Directors' Stock Option Plan (Note 5).
10.13 Letter of Intent dated April 19, 1999 between LecTec Corporation and
Johnson & Johnson Consumer Companies, Inc., whereby the parties
agree to certain milestones leading to the development of a skin
care product (Note 6).
10.14 Credit and Security Agreement by and between LecTec Corporation and
Wells Fargo business Credit, Inc. dated November 22, 1999 and First
Amendment To Credit and Security Agreement and Waiver of Defaults
dated February 9, 2000, whereby the parties agree to the terms and
amended terms regarding a line of credit (Note 7).
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<PAGE>
*10.15 Supply Agreement dated as of May 15, 2000 by and between LecTec
Corporation and Novartis Consumer Health, Inc., whereby the parties
agree to terms for the sale of product from LecTec Corporation to
Novartis Consumer Health, Inc (Note 8).
*10.16 Supply Agreement dated as of March 21, 2000 by and between LecTec
Corporation and Johnson & Johnson Consumer Companies, Inc. and
Neutrogena Corporation, whereby the parties agree to terms for the
sale of product from LecTec Corporation to Johnson & Johnson
Consumer Companies, Inc. and Neutrogena Corporation . . . . . . .
21.01 Subsidiaries of the Company (Note 8).
23.01 Consent of Grant Thornton LLP (Note 8).
27.01 Financial Data Schedule (Note 8).
NOTES:
* Confidential treatment has been requested for portions of this
Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of
1934 as amended. The confidential portions have been deleted and
filed separately with the United States Securities and Exchange
Commission together with a confidential treatment request.
** Management contract or compensatory plan or arrangment required to
be filed as an exhibit to this Form 10-K.
(1) Incorporated herein by reference to the Company's Form S-18
Registration Statement (file number 33-9774C) filed on October 31,
1986 and amended on December 12, 1986.
(2) Incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended June 30, 1997.
(3) Incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended June 30, 1998.
(4) Incorporated herein by reference to the Company's Registration
Statement on Form S-8 (file number 333-72571) filed on February 18,
1999.
(5) Incorporated herein by reference to the Company's Registration
Statement on Form S-8 (file number 333-72569) filed on February 18,
1999.
(6) Incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended June 30, 1999.
(7) Incorporated herein by reference to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1999.
(8) Incorporated herein by reference to the Company's Annual Report on
Form 10-K previously filed for the year ended June 30, 2000.
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