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)
1997 Incentive Stock Option Plan
1998 Nonqualified Stock Option Plan
(Full Title of the Plans)
Thomas E. Oland, President
Techne Corporation
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
(612) 379-8854
(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Melodie R. Rose
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
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 Plans Indefinite $0.00 $0.00 $0.00
Common Stock issuable
upon exercise of
options granted
under the 1997 Plan 1,000,000 shares $97.59375 $ 97,593,750 $25,765
Common Stock issuable
upon exercise of
options granted
under the 1998 Plan 500,000 shares $97.59375 $ 48,796,875 $12,882
------------ -------
TOTAL: $146,390,625 $38,647
============ =======
</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 November
13, 2000.
The purpose of this Registration Statement is to register
additional shares for issuance under the Registrant's 1997 Incentive
Stock Option Plan and 1998 Nonqualified Stock Option Plan. The contents
of the Registrant's Registration Statements on Form S-8, Reg. No. 333-
37263 and Reg. No. 333-88885 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 9th day of November, 2000.
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 Timothy M. Heaney 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 1997 Incentive Stock Option Plan and 1998 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 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, Chief November 9, 2000
----------------------- Executive Officer and
Thomas E. Oland Treasurer (principal executive
officer and principal financial
and accounting officer)
/s/ Roger C. Lucas Vice Chairman and Director November 9, 2000
-----------------------
Roger C. Lucas, Ph.D.
/s/ Howard V. O'Connell Director November 9, 2000
-----------------------
Howard V. O'Connell
/s/ G. Arthur Herbert Director November 9, 2000
-----------------------
G. Arthur Herbert
/s/ Randolph C. Steer,
M.D., Ph.D. Director November 9, 2000
-----------------------
Randolph C. Steer,
M.D., Ph.D.
/s/ Lowell E. Sears Director November 9, 2000
-----------------------
Lowell E. Sears
/s/ Christopher S.
Henney, D.Sc., Ph.D. Director November 9, 2000
-----------------------
Christopher S. Henney,
D.Sc., Ph.D.
/s/ Timothy M. Heaney Vice President and Director November 9, 2000
-----------------------
Timothy M. Heaney
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TECHNE CORPORATION
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
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)
