SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Techne Corporation
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1427402
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
(Address of Principal Executive Office and Zip Code)
Techne Corporation 1988 Nonqualified Stock Option Plan
(Full Title of the Plan)
Thomas E. Oland
President
Techne Corporation 614 McKinley
Place N.E.
Minneapolis, Minnesota 55413
(612) 379-2956
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Timothy M. Heaney
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under
the Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
Plan 200,000 shares $24.75 $4,950,000 $1,500.00
--------
TOTAL: $1,500.00
================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on October 10, 1996.
<PAGE>
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 1988 Nonqualified Stock Option Plan. The
contents of the Registrant's Registration Statements on Form S-8, Reg. No.
33-49160 and Reg. No. 33-86728, are incorporated herein by reference.
SIGNATURES
The Registrant. 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 Minneapolis and State of Minnesota, on the 15th
day of October , 1996.
TECHNE CORPORATION
(the "Registrant")
By /s/ Thomas E. Oland
Thomas E. Oland, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Thomas E. Oland and Roger
C. Lucas his true and lawful attorney-in-fact and agent, each acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Form S-8 Registration
Statement of Techne Corporation relating to the Company's 1988 Nonqualified
Stock Option Plan and any or all amendments or post-effective amendments to the
Form S-8 Registration Statement, 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, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying
- 1 -
<PAGE>
and confirming all that said attorneys-in-fact and agents, each acting alone, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
/s/ Thomas E. Oland Chairman, President, Treasurer October 15, 1996
- ------------------- and Director (principal executive
Thomas E. Oland officer and principal financial
and accounting officer)
/s/ Christopher S. Henney Director October 15, 1996
- -------------------------
Christopher S. Henney
/s/ G. A. Herbert Director October 15, 1996
- --------------------
G. Arthur Herbert
/s/ Roger C. Lucas Director October 15, 1996
- --------------------
Roger C. Lucas
/s/ Howard V. O'Connell Director October 15, 1996
- -----------------------
Howard V. O'Connell
/s/ Lowell E. Sears Director October 15, 1996
- ----------------------
Lowell E. Sears
/s/ Randolph C. Steer Director October 15, 1996
- -----------------------
Randolph C. Steer, M.D.
- 2 -
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TECHNE CORPORATION
Form S-8 Registration Statement
E X H I B I T I N D E X
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)
FREDRIKSON & BYRON, P.A. EXHIBIT 5
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
October 15, 1996
Techne Corporation
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Techne Corporation (the "Company") in
connection with the original registration by the Company on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") of options and 200,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1998 Nonqualified Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this opinion, we
have reviewed copies of the following, as presented to us by the Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of Directors
and shareholders of the Company pertaining to the adoption and
approval of the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by the
Company of the consideration for the Shares pursuant to the terms
of the Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
/s/ Timothy M. Heaney
By Timothy M. Heaney
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 16, 1996, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Techne
Corporation for the year ended June 30, 1996.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
October 15, 1996
