As filed with the Securities and Exchange Commission on January 21, 1997
Registration No. 333-6809
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION
STATEMENT ON FORM S-3 REGISTRATION STATEMENT
Under The Securities Act of 1933
QUANTECH LTD.
(Name of Small Business Issuer as specified in its Charter)
Minnesota 3573 41-1709417
(State or other Jurisdiction of (Primary Standard Industrial I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
Number)
Quantech Ltd.
1419 Energy Park Drive
St. Paul, Minnesota 55108
(612) 647-6370
(Address and Telephone Number, of Principal
Executive Offices and Principal Place of Business)
R.H. Joseph Shaw, CEO
Quantech Ltd.
1419 Energy Park Drive
St. Paul, Minnesota 55108
(612) 647-6370
(Name, Address and Telephone Number
of Agent for Service)
Copies to:
Timothy M. Heaney, Esq.
Fredrikson & Byron, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
(612) 347-7000
Approximate date of proposed sale to the public: From time to time after
the effective date of this Registration Statement as determined by market
conditions and other factors.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis, pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
If this Form is filed to register additional securities of an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Proposed
Title of each class Proposed maximum maximum
of securities to be Amount to be offering price aggregate Amount of
registered registered per share(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 49,021,530 shares(2) $0.8435 $41,349,661 $14,259
</TABLE>
(1) For purposes of calculating the registration fee in accordance with
Rule 457(c) under the Securities Act of 1933, as amended, such amount
is based upon the average of the bid and asked prices of registrant's
Common Stock on June 20, 1996.
(2) Includes 11,940,103 shares that may be issued upon exercise of
outstanding Warrants.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effectiveness until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, JANUARY 21, 1997
PROSPECTUS
QUANTECH LTD.
49,021,530 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 49,021,530 shares of
Common Stock (the "Shares"), par value $.01 per share, of Quantech Ltd., a
Minnesota corporation (the "Company" or "Quantech"), by persons who are
currently shareholders of the Company's Common Stock or who may become such
holders upon exercise of Warrants to purchase shares of Company Common Stock
(the "Selling Shareholders"). The Selling Shareholders may offer their Shares
from time to time through or to brokers or dealers in the over-the-counter
market at market prices prevailing at the time of sale or in one or more
negotiated transactions at prices acceptable to the Selling Shareholders. The
Company will not receive any proceeds from sale of Shares by the Selling
Shareholders. See "Plan of Distribution."
The Company will bear all expenses of the offering (estimated at $35,000),
except that the Selling Shareholders will pay any applicable underwriter's
commissions and expenses, brokerage fees or transfer taxes, as well as any fees
and disbursements of counsel and experts for the Selling Shareholders.
Quantech's Common Stock is traded on the local over-the-counter and Nasdaq
Bulletin Board markets under the symbol of QQQQ. The closing sale price of the
Common Stock on January 20, 1997, as reflected on such markets was $0.55 per
share.
-------------------------
The Common Stock offered by this Prospectus is
speculative and involves a high degree of risk. See
"Risk Factors" beginning on page 4."
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
<PAGE>
No person is authorized to give any information or to make any
representations, other then those contained or incorporated by reference in this
Prospectus, in connection with the offering contemplated hereby, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
or incorporated by reference herein is correct as of any time subsequent to its
date.
AVAILABLE INFORMATION
Prior to this Offering, the Company has been subject to the reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. The Company has filed with the Washington, D.C. Office of the
Commission a Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the sale of the Shares. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the Shares, reference is made to the Registration Statement,
including the exhibits thereto. Statements contained in this Prospectus as to
the contents of any contract or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement. The
Registration Statement and the Company's Exchange Act reports, proxy statements
and other information may be inspected by anyone without charge at the principal
office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, or
at one of the Commission's regional offices: 500 West Madison, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York, 10048. Copies of all or any part of such material may be obtained upon
payment of the prescribed fees from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Registration
Statement and the Company Exchange Act filings may also be accessed through the
Commission's Web site (http://www.sec.gov).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to Gregory G. Freitag,
Chief Financial Officer, Quantech Ltd., 1419 Energy Park Drive, St. Paul,
Minnesota 55108, telephone (612) 647-6370.
<PAGE>
COMPANY SUMMARY
Quantech Ltd. ("Quantech" or the "Company") is a Minnesota company with its
principal executive offices located at 1419 Energy Park Drive, St. Paul,
Minnesota 55108, telephone (612) 647-6370. Quantech is commercializing its
proprietary Surface Plasmon Resonance ("SPR") technology for use in the critical
care medical diagnostic market. SPR, the core technology of Quantech's medical
diagnostic system, enables the Company to integrate the existing diagnostic
methodologies of immunoassays, DNA probes and chemical binding into a single,
simple, economical system in order to provide rapid, quantitative, diagnostic
results near the patient's bedside. The Quantech system configuration consists
of a small, bench top instrument and a series of disposables each offering a
particular test or series of tests. This system has the ability to analyze body
fluids (e.g., whole blood, urine, saliva) without preparation or addition of
reagents by lab technicians, providing hospital physicians faster test results
than currently obtained from labs.
Excluding home diagnostics, the overall world wide in-vitro diagnostic
market is growing, estimated at $13.2 billion in 1994, and expected to grow to
$17.5 billion by the year 2000. Central labs currently account for the majority
of this market while Point of Care ("POC") products represents only a small
portion. Introduction of additional POC products, such as Quantech's system, are
expected to cause the POC market to gain a larger percentage of the overall
in-vitro diagnostic market. The extent of such market shift will be affected by
the ability of POC products to provide fast, cost effective and efficient
products. The Company's market entry strategy focuses its efforts on the POC
segment, specifically the Critical Care Units of hospitals. The POC segment has
become important for health care administrators and third party payers seeking
to bring more rapid decision making to the patient's bedside, thereby decreasing
the overall cost of care.
Quantech's business strategy is to capitalize on the flexibility,
sensitivity and relatively low cost of its diagnostic system to penetrate the
diagnostic market. Quantech's intended entry into this market will be Critical
Care Units of hospitals, the first unit being the Emergency Department ("ED")
where the most pressing and unmet customer needs are found. The Critical Care
Units represent a significant market as they require a number of rapid
turn-around tests. Although there are some POC tests available for the Critical
Care Units, the Company is not aware of any existing POC product that provides a
single instrument that will perform most of the tests required in the ED.
Additionally, minimal competition exists for POC products in the ED from
multinational companies that are focused on the central lab market.
There are approximately 30 commonly ordered tests in the ED, all of which
are ordered STAT (very urgent). Some of the most important diagnostic tests in
the ED are cardiac markers. These tests help to identify whether a patient
experiencing chest pain has suffered a myocardial infarction (heart attack). The
Company believes there is currently no technology available that has the
capability of economically performing STAT, whole blood testing with
quantitative results. Quantech's first tests are expected to quantify these
markers in approximately five minutes through its objective, computer-controlled
system. Similar results are presently available from the central lab in 45 to 90
minutes. Quantech's price to the customer will be less than existing POC
products while offering the advantages of rapid quantification.
Quantech believes the benefits of its system over other POC products are
that the same instrument will be able to be used for a full range of tests and
provide quantitative results. After the initial introduction of tests for
myocardial infarction, the Company intends to introduce additional tests at the
rate of one per quarter. Selection of these tests will be based upon market
demand, ease of development, regulatory hurdles and profit margins. The Company
intends future expansion into other critical care diagnostic markets which have
needs similar to the ED. Quantech believes the capabilities of its system as a
broad, flexible diagnostic testing platform meets the needs of the critical care
diagnostic market and will enable Quantech to be competitive in the global
medical diagnostics market.
<PAGE>
RISK FACTORS
An investment in the securities offered hereby is speculative and involves
a high degree of risk In addition to the other information in this Prospectus,
the following factors should be considered carefully by potential purchasers in
evaluating an investment in the Common Stock of the Company.
No History of Operations; Development Stage Company; Going Concern Uncertainty
The Company (through predecessor entities) was organized in December 1989
and acquired its technology in November 1991. Since November 1991, the Company
has been conducting development of SPR technology and the associated patents and
proprietary information encompassed in the License, as defined below. To date,
the Company does not have a product ready to be brought to market and has
experienced delays in completing development, but is continuing research and
development on its prototype and associated test disposables. Accordingly, the
Company has no operating history and its proposed operations are subject to all
of the risks inherent in a new business enterprise, including commercial
development of its products, lack of marketing experience and lack of production
history.
The likelihood of the success of the Company must be considered in light of
the expenses, difficulties and delays frequently encountered in connection with
the start-up of new businesses and the competitive environment in which the
Company will operate. The Company has not had significant revenues to date. As
of September 30, 1996, the Company had an accumulated deficit of $11,189,637.
The report of the independent auditors on the Company's financial statements for
the period ended June 30, 1996, includes an explanatory paragraph relating to
the uncertainty of the Company's ability to continue as a going concern. The
Company is a development stage company which has suffered losses from
operations, requires additional financing, and ultimately needs to successfully
attain profitable operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. There can be no assurance that
the Company will be able to develop a commercially viable product or marketing
system or attain profitable operations.
Future Capital Needs
The Company does not have sufficient funds to commence commercial
production and sales of its system. The Company's ability to begin commercial
production and sales of its system will depend upon the continued availability
of investment capital, funding made by strategic partner(s) or licensing
revenues, until revenues from sale of the instruments and associated test
disposables are sufficient to maintain operations. Additional funds may have to
be raised through equity or debt financing. The Company has no commitments for
any additional equity or debt financing and there can be no assurance that any
such commitments can be obtained on favorable terms, if at all. Such additional
financing may result in dilution to Company shareholders. If funding is not
available when needed, the Company may be forced to cease operations and abandon
its business. In such event, Company shareholders could lose their entire
investment.
New Product Development
The Company's reading instrumentation and associated disposables are under
development. Such development is being conducted by the Company using both
internal resources and outside contractors. To date, the Company and certain of
its outside contractors have had difficulty meeting their development timetables
and budget. No assurance can be given that the Company's development timetable
can be met, that the budget for development will be maintained, or that
development efforts will be successful.
Uncertainty of Market Acceptance
The commercial success of the Company's products will depend upon their
acceptance by the medical community and third-party payors as useful and
cost-effective. Market acceptance will depend upon several factors, including
<PAGE>
the establishment of the utility and cost-effectiveness of the Company's tests,
the receipt of regulatory clearances in the United States and elsewhere and the
availability of third-party reimbursement. The availability of POC test systems
for a wide variety of tests has been limited to date. The Company is thus
targeting an emerging market. Diagnostic tests similar to those developed by the
Company are generally performed by a central laboratory at a hospital or clinic.
The approval of the purchase of diagnostic equipment by a hospital is generally
controlled by its central laboratory. The Company expects there will be
resistance by central laboratories to yield control of tests they have
previously performed. The Company will also have to demonstrate to physicians
that its diagnostic products perform as intended, meaning that the level of
accuracy and precision attained by the Company's products must be comparable to
test results achieved by the central laboratory systems. Failure of the
Company's products to achieve market acceptance or third-party payor approval
would have a material adverse effect on the Company.
Lack of Marketing Experience
The Company has had no experience in marketing its system. The Company
believes that the ED market is focused enough that a small sales and marketing
force can produce significant results, however, there is no guaranty that the
Company's sales and marketing plans will succeed.
Lack of FDA Product Approval
The Company's products will be regulated as medical devices by the Food and
Drug Administration ("FDA") under the Federal Food, Drug, and Cosmetic Act ("FDC
Act"), and as such require premarket regulatory clearance before
commericialization in the United States. The Company believes that premarket
clearance can be obtained for its systems, except for a few tests the Company
may introduce at a later time, through submission of a 510(K) premarket
notification ("510(K) Notification") demonstrating the product's substantial
equivalence to another device legally marketed pursuant to 510(K) Notification
clearance. The Company will have to perform in-house clinical trials designed to
produce the data necessary to demonstrate the substantial equivalence of its
instrument and tests. Although 510(K) submissions are supposed to be completed
by the FDA within 90 days of submission, there can be no assurance the FDA will
approve the Company's initial system pursuant to a 510(K) Notification, or do so
in a timely manner, and therefore there can be no assurance of when the Company
will be able to introduce its initial system in the United States. If the
Company cannot establish to the satisfaction of the FDA that its products are
substantially equivalent, the Company will have to seek premarket approval
("PMA") of its system, requiring submission of a PMA application supported by
extensive data to prove safety and efficacy. If a PMA is required, introduction
of the initial system would likely be significantly delayed, which could have a
material adverse effect on the Company. By regulation, FDA review of PMA
applications is required within 180 days of its acceptance for filing; however,
reviews more often occur over a significantly protracted period, usually 12 to
18 months, and a number of products have never been cleared.
Limited Manufacturing and Production Experience
To be successful the Company must manufacture its products in compliance
with regulatory requirements, in sufficient quantities and on a timely basis,
while maintaining product quality and acceptable manufacturing costs. The
Company will have to establish a manufacturing facility, or contract with a
third party for manufacturing, which is registered with the FDA. Production of
the Company's disposables requires the placement of antibodies or other binding
reagents on metalized grating surfaces. The chemical and physical conditions for
coating are substantially equivalent to those used to produce other solid state
binding assays. Although the Company believes that its production methods will
be effective for manufacturing its disposables, there can be no assurance that
the methods will be applicable to all the tests it expects to develop or that
the Company will be able to manufacture accurate and reliable products in large
commercial quantities on a timely basis and at an acceptable cost. Inability to
manufacture a full range of diagnostic tests would limit the Company's access to
its intended market.
<PAGE>
Competition
The diagnostic testing market is highly competitive. As POC markets expand,
the Company expects that manufacturers of central and STAT laboratory testing
equipment will compete to maintain their revenue and market share and that new
POC products will be developed. All of the industry leaders and many of the
other companies participating in this market have substantially greater
resources than the resources available to the Company, including, but not
limited to, financial resources and skilled personnel.
Technological Obsolescence
The Company operates in a market characterized by rapid and significant
technological change. While the Company is not aware of any developments in the
medical industry which would render the Company's current or planned products
less competitive or obsolete, there can be no assurance that future
technological changes or the development of new or competitive products by
others will not do so. To remain competitive, the Company must continually make
substantial expenditures for development of both equipment and disposables.
Obtaining Antibodies and Chemistries
Many of the chemistries that will be necessary for the Company's diagnostic
system must be obtained through commercial suppliers or agreements for the
licensing of such chemistries. Although the Company believes it can obtain the
necessary chemistries, there can be no assurance that the Company will be able
to make satisfactory arrangements to provide its customers with as wide a
variety of products as they might desire. The lack of a sufficient number of
chemistries would greatly limit the Company's ability to market its diagnostic
system.
Patent Protection
No assurance can be given that other companies will not develop
technologies substantially equivalent to those owned or to be acquired or
developed by the Company or that the Company will be able to protect its
proprietary technology. The Company is not aware of any issued patents that
would prohibit the use of any technology the Company currently has under
development. However, patents may exist or issue in the future to other
companies covering elements of the Company's systems. The existence or issuance
of such patents may require the Company to make significant changes in the
design of its systems or operational plans. Although the Company believes that
its proposed products will not infringe patent rights of others, there can be no
assurance that such infringement does not, or will not, exist with respect to
the completed product. The Company has not conducted an independent patent
search or evaluation with respect to the SPR technology. Ares-Serono, the
licensor to the Company of its basic SPR technology, has made no warranties as
to the enforceability of any of its patents or the commercial potential of the
technology. Although Ares-Serono has the obligation to defend the patents they
have licensed to the Company, Quantech will be responsible for the defense of
any patents issued to it. Cost of defending patents can be substantial.
Government Regulation
If the Company becomes a provider of health care diagnostic devices as
intended, the Company will be subject to laws and regulations administered by
federal, State and foreign governments. The degree of regulation and areas of
concern differ in each country or region. The Company will be required to comply
with regulations regarding product approval and performance and, in addition,
regulations concerning electronic devices. The industry in which the Company
expects to operate is subject to frequent regulatory changes and there can be no
assurance that the Company will be able to comply with applicable regulations.
In the event of noncompliance, the Company may be unable to market any products.
<PAGE>
Possibility of Exposure to Product Liability Claims
The Company could be exposed to risk of product liability claims or other
lawsuits in the event of incorrect diagnosis utilizing the SPR equipment and
disposables developed by the Company. Although the Company will evaluate
obtaining liability insurance when the products come to market, there can be no
assurance that the Company will be able to obtain or maintain such insurance or
that the Company will not be subject to claims in excess of its insurance
coverage.
Absence of Dividends
The Company has not declared or paid any cash dividends on its Common Stock
since its inception and the Board of Directors presently intends to retain all
earnings for use by the Company for the foreseeable future. Any future
determination as to declaration and payment of dividends will be made at the
discretion of the Board of Directors and will depend upon a number of factors,
including, among others, earnings of the Company, the operating and financial
condition of the Company, the Company's capital requirements, and general
business conditions.
Shares Eligible for Future Sale
Including the Shares available pursuant to this Prospectus, all of the
Company's outstanding stock may be sold in the public market. In addition,
11,940,103 of a total of 15,948,603 shares that may be obtained upon exercise of
outstanding options and warrants are also included for resale pursuant to this
Prospectus.
Limited Market for Securities
There is a limited trading market for the Company's Common Stock, which is
not listed on any stock exchange or Nasdaq. Although trading in the Company's
Common Stock does occur on a consistent basis, the volume of shares traded has
been sporadic. There can be no assurance that an established trading market will
develop, the current market will be maintained or a liquid market for the
Company's Common Stock will be available in the future.
<PAGE>
PRINCIPAL AND SELLING SHAREHOLDERS
Set forth below are the names of: (a) persons who are known to own more
than 5% of the Company's Common Stock; (b) each executive officer named in the
Summary Compensation table; (c) each director of the Company; (d) all directors
and executive officers as a group; and (e) Selling Shareholders. The following
table sets forth as of the date of the Prospectus beneficially owned shares
which include any shares that may be acquired within 60 days of the date of this
Prospectus upon exercise of options or warrants, the number of Shares offered
hereby and the percentage of the outstanding Common Stock to be owned if all of
the Shares registered hereunder are sold by the Selling Shareholders.
<TABLE>
<CAPTION>
% Of
Number of Shares No. Shares
Beneficially Owned Shares Owned
Warrant Offered After
Name Shares Shares Hereby Offering
<S> <C> <C> <C> <C>
Ted & Mary Adams 25,000 25,000 *
Theodore P. Adams 40,000 10,000 50,000 *
American Heritage Fund 250,000 250,000 *
Gerald L. Anderson 25,000 25,000 *
Roy Anderson Jr. 200,000 50,000 250,000 *
Roy Anderson III 200,000 50,000 250,000 *
Gregory & Ann Anklam 40,000 10,000 50,000 *
Menesa Anstalt 50,000 50,000 *
Meleah T. & David M. Arnold 400,000 100,000 500,000 *
J. Marc Ashton 40,000 10,000 50,000 *
Atwell & Co. 928,000 928,000 *
Larry Auriana 598,000 598,000 *
Bernard C. Baier 50,000 50,000 *
John G. Ballenger 200,000 50,000 250,000 *
Bank Heusser & Co. LTD 400,000 100,000 500,000 *
W. William & Colette M. Bednarczyk 125,000 125,000 *
Richard T. Bennett 50,000 50,000 *
Denis Berger 250,000 250,000 *
Les Biller 454,704 454,704 *
Nicolas C. Bluhm 360,000 115,000 475,000 *
Jeffrey A. & Brenda L. Bowen 50,000 50,000 *
Donald A. Brattain 450,000 50,000 500,000 *
Courtney W. Brown 210,664 10,000 220,664 *
Paul R. Braun 33,335 33,335 *
Richard M. Brown 25,000 25,000 *
Ralph D. Burgess Jr. 50,000 50,000 *
Timothy H. Burton 50,000 50,000 *
Anthony Carideo 40,000 10,000 50,000 *
Fred & Wendy Caslavka 10,000 10,000 *
Joseph B. Catarious 200,000 50,000 250,000 *
James A. Chapman 30,000 30,000 *
Walter L. Chapman 54,264 54,264 *
Lee S. Chapman 538,000 25,000 235,000 0.7%
Martin Chelstrom 10,000 10,000 *
Christianson Investment Co. LP 500,000 100,000 600,000 *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
% Of
Number of Shares No. Shares
Beneficially Owned Shares Owned
Warrant Offered After
Name Shares Shares Hereby Offering
<S> <C> <C> <C> <C>
Ann M. Christianson 19,750 4,937 24,687 *
Lynn A. Christianson 19,750 4,937 24,687 *
Warren G. Christianson 800,036 120,378 920,414 *
Warren T. A. Christianson 19,750 4,937 24,687 *
Dual B. & Adelle Cooper 10,000 10,000 *
Dave Cowley Pension Trust 50,000 50,000 *
Thomas A. Cullinan 25,000 25,000 *
Francisco E. dela Rosa Jr. 17,000 17,000 *
Robert W. & Rita M. deWerd 48,000 12,000 60,000 *
Glenn Diamond 1,115,037 600,000 1,715,037 *
Robert Diamond 227,200 227,200 *
Michael H. Diemer 50,000 50,000 *
John P. & Emily W. Dirksen 80,000 20,000 100,000 *
Arthur T. Donaldson 25,000 25,000 *
DRAFTCO 200,000 50,000 250,000 *
Neil Durhman 200,000 200,000 *
Paul Ehlen 36,670 5,000 41,670 *
Stanley G. & Carol R. Eilers 958,000 190,000 790,000 *
Engelkes-Abels Funeral Home Inc. 80,000 20,000 100,000 *
W. Bruce Erickson 167,464 167,464 *
Equity Securities Trading Co., Inc. - 2,000 2,000 *
James E. Ernst 17,500 17,500 *
Weems Estelle(1) 560,000 450,000 1,010,000 *
Robert J. Evans 40,000 10,000 50,000 *
Harvey Feldman 25,000 25,000 *
Lee Felicetta 40,000 10,000 50,000 *
Mary Jane Fleming 84,268 84,268 *
John E. Feltl - 4,000 4,000 *
Founding Partners Limited
Partnership II 200,000 200,000 *
Carol M. Freeman 19,750 4,937 24,687 *
Gregory G. Freitag 505,500(2) 100,000 100,000 1.1%
Robert D. Furst Jr. 289,800 289,800 *
James M. Gahlon 80,000 80,000 *
James Gahlon 92,008 92,008 *
Robert W. Jr. & Patricia T. Gaines 100,000 100,000 *
Robert D. Gearou 50,000 50,000 *
Robert L. Gearou 250,000 62,500 312,500 *
Thomas W. Gearou 250,000 50,000 300,000 *
Marvin A. Ginsburg 40,000 10,000 50,000 *
Michael J. Glass 16,670 16,670 *
Ronald L. Glassman 50,000 50,000 *
Glymar Inc. 40,000 10,000 50,000 *
David S. Goldsteen 3,025,056 3,025,056 *
Mark Goldsteen 400,000 100,000 500,000 *
Franklin N. Groves IRA 25,000 25,000 *
Gummow Investments 50,000 50,000 *
Troy Gummow 50,000 50,000 *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
% Of
Number of Shares No. Shares
Beneficially Owned Shares Owned
Warrant Offered After
Name Shares Shares Hereby Offering
<S> <C> <C> <C> <C>
Warren Guy & Lonnie K. Gummow 50,000 50,000 *
H. Eugene Hall 52,232 40,000 *
James W. Hansen 50,000 50,000 *
Thomas Harkness 100,000 50,000 150,000 *
Craig Hartsburg 25,000 25,000 *
Bill R. Hay 80,000 15,000 95,000 *
Timothy Heaney 20,000 5,000 25,000 *
Timothy Heaney IRA 8,335 8,335 *
Heartland Limited Partnership I 750,000 750,000 *
Thomas Craig Hense 50,000 50,000 *
Julie A. Higgins 19,750 4,937 24,687 *
George Holbrook 454,672 454,672 *
Bruce Hubbard 32,000 8,000 40,000 *
Richard G. & Diane L. Hubers 20,000 20,000 *
H. K. Financial Corp 1,420,664 100,000 924,000 1.3%
Hynan Real Estate Partnership 25,000 25,000 *
Industricorp & Co. Inc. 127,600 44,400 172,000 *
Intermed Anstalt 275,000 50,000 325,000 *
Charles A. Jacob 20,000 20,000 *
Stanley J. Johnson 250,000 75,000 325,000 *
Theodore Johnson 100,000 25,000 125,000 *
Wesley E. Johnson Jr. 65,000 10,000 75,000 *
James C. Jordan 25,000 25,000 *
E. Elmer &E. Joyce Jutila 40,000 10,000 50,000 *
Jon E. Jutila 40,000 10,000 50,000 *
Nasser J. Kazeminy 85,000 85,000 *
Bernard M. S. Kegan 40,000 10,000 50,000 *
Michael S. Kelly - 4,000 4,000 *
Kessler Ashler Group Limited
Partnership 800,000 200,000 1,000,000 *
Kurt King DDS, IRA 100,000 25,000 125,000 *
Steven G. King 100,000 25,000 125,000 *
John G. Kinnard & Company Inc.(3) - 3,078,500 3,078,500 *
Brandon Koress 116,670 25,000 141,670 *
Mitchell Krieger 175,000 37,500 212,500 *
David J. & Kathryn J. Kruskopf 40,000 10,000 50,000 *
Martin Lackner 116,670 25,000 141,670 *
Lakewood Ortho Clinic-Mark Mills 40,000 10,000 50,000 *
Dennis J. LaValle 1,000,360 175,000 886,345 .6%
Bruce A. Lawin 40,000 10,000 50,000 *
Thomas F. Leahy 100,000 100,000 *
Frank Lee 92,800 92,800 *
Cheri E. Lefebvre 10,000 10,000 *
Donald S. & Mary A.Leonard 84,264 84,264 *
Peter Lerner 460,000 460,000 *
Lopresti Gabbay & Associates Inc. 400,000 400,000 *
C. S. Lozinski 60,000 15,000 75,000 *
Roger Lucas 100,000 25,000 125,000 *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
% Of
Number of Shares No. Shares
Beneficially Owned Shares Owned
Warrant Offered After
Name Shares Shares Hereby Offering
<S> <C> <C> <C> <C>
Wayne K. Lund 792,000 150,000 590,000 *
James F. Lyons 750,000(2) 50,000 300,000 1.1%
James F. Lyons & Eleanor Lyons 50,000 50,000 *
Plato Mavroulis 100,000 25,000 125,000 *
Lyle H. Maschoff 25,000 25,000 *
Kenneth Maus 50,000 50,000 *
Victor Mavar 100,000 25,000 125,000 *
Adolfo M. Maglaya 22,120 16,000 *
Trustees of Adolfo Maglaya Profit
Sharing Trust 33,762 24,000 *
David Metz 50,000 12,500 62,500 *
Robert T. Montague 100,808 100,808 *
Joseph Mooibroek 60,000 15,000 75,000 *
Sheliah Mulvaney 16,665 16,665 *
James S. Murphy 80,000 20,000 100,000 *
Michael Nagel(4) 22,898 22,898 *
Andrea McCallister O'Connell 127,664 12,500 140,164 *
Robert R. McKiel 881,330(5) 830,841 *
H. Vincent O'Connell 345,864 32,500 378,364 *
Steve O'Hara 40,000 10,000 50,000 *
Okabena Partnership K 2,765,328 2,765,328 *
Jay Osman 5,000 5,000 *
John & Delores Owensby 340,000 90,000 430,000 *
Deming L. Payne 260,000 90,000 350,000 *
Richard W. Perkins 800,000(2) 50,000 350,000 1.1%
Jeff Peterson 41,864 41,864 *
Patrick Peyton 16,744 16,744 *
Thomas J. Pierce 40,000 10,000 50,000 *
William W. Prain 100,000 25,000 125,000 *
Charlie H. Pulley 342,000 75,000 417,000 *
Arthur Querfeld 40,000 40,000 *
Mary J. Rasley 19,750 4,937 24,687 *
Willard Charles Rehbein 400,000 150,000 550,000 *
Victor P. Reim 50,000 50,000 *
Ben Reuben 25,000 25,000 *
River Edge Partners, Inc. 300,000 100,000 400,000 *
Kenneth S. Roberts 50,000 50,000 *
Richard Rog 25,000 25,000 *
Douglas Schmid 25,000 25,000 *
Robert A. & Lois R. Schmiege 100,000 37,500 137,500 *
Schneider Securities Inc. 17,500 17,500 *
Thomas J. Schrade 100,000 100,000 *
James R. Schroeder 25,000 25,000 *
John P. & Gloria E. Schweich 50,000 12,500 62,500 *
Sekhavat Ltd. Partnership 560,000 190,000 750,000 *
Byron G. Shaffer 335,000 335,000 *
R.H. Joseph Shaw 1,335,855(6) 1,246,262 *
Gerald J. Shink 50,000 50,000 *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
% Of
Number of Shares No. Shares
Beneficially Owned Shares Owned
Warrant Offered After
Name Shares Shares Hereby Offering
<S> <C> <C> <C> <C>
Patrick M. Sidders 72,136 6,000 78,136 *
Ronald & Catherine M. Silver 50,000 50,000 *
Terryl Sinko 50,000 50,000 *
Soldier Creek Family Limited
Partnership 2,200,000 2,200,000 *
Jeannette A. & John E. Slaughter 25,000 25,000 *
Allan P. Steffes 100,000 25,000 125,000 *
Thomas E. Steinhaus 50,000 50,000 *
Michael Stone - 1,000 1,000 *
Ross Strehlow 20,000 20,000 *
Edward E. Strickland 700,000(7) 50,000 250,000 1.1%
Strickland Family Limited Partnership 100,000 100,000 *
Douglas V. & Kathleen L. Swanson 25,000 25,000 *
William R. & Catherine A. Swanson 40,000 10,000 50,000 *
Curtis R. Swenson 25,000 25,000 *
James W. Swenson 200,400 50,100 250,500 *
James E. Tarr 25,000 25,000 *
David M. & Susan M. Thymian 508,000 50,500 202,500 *
Elizabeth J. Tonne 50,000 50,000 *
John M. Tonne 50,000 50,000 *
Larry & Gayla Torguson 40,000 10,000 50,000 *
Marlin F. Torguson 1,000,000 275,000 1,275,000 *
Ben Trainer 255,000 75,000 330,000 *
Charles E. Underbrink 325,000 125,000 450,000 *
Greg & Patricia Vogelpohl 35,000 35,000 *
Randall S.& Nancy Brostrom Vollertdon 17,500 17,500 *
Chris Warren 100,000 100,000 *
Larry Weaver(8) 5,861 250,000 250,000 *
George Vitalis(9) 61,000 250,000 250,000 *
Paul Walker 25,000 25,000 *
Willard Weikle 45,000 45,000 *
Kevin E. & Delana S. Were 17,000 17,000 *
Donald Westrup 272,328 250,000 *
Dr. Henry & Dr. Carolyn Wiggins 248,302 220,000 *
Frank W. Worms 85,000 85,000 *
Jeff M Zalasky 310,024 310,024 *
Alvin Zelickson 50,000 12,500 62,500 *
Richard J. Zentgraf 50,000 50,000 *
All directors and executive officers
as a Group (6 persons) 5,022,685(10)250,000 3,127,103 3.7%
</TABLE>
* Less than 0.5%.
(1) Mr. Estelle was the Company's former Chairman of the Board.
(2) Includes 500,000 shares issuable upon exercise of options.
Mr. Freitag is the Company's CFO and Executive V.P. of Corporate
Development and Messrs. Lyon and Perkins are Company Directors.
(3) John G. Kinnard and Company, Incorporated is the Company's Investment
Banker.
(Footnotes continued on next page)
<PAGE>
(Footnotes continued from previous page)
(4) Mr. Nagel is the Company's Director of Sales and Marketing.
(5) Includes 830,841 shares issuable upon exercise of warrants. Mr. McKiel
is the Company's Executive V.P. of Research and Development.
(6) Includes 1,246,262 shares issuable upon exercise of warrants and 37,925
shares held by Mr. Shaw's wife. Also includes 11,168 shares held by
Spectrum Diagnostics, Inc.("SDI"), of which company Mr. Shaw is an officer
and director, but not a shareholder, and by such position has voting and
dispositive power over such shares. Mr. Shaw is a director and CEO of the
Company.
(7) Includes 500,000 shares issuable upon exercise of options, but excludes
100,000 shares held by the Strickland Family Limited Partnership. Mr.
Strickland is a director of the Company.
(8) Dr. Weaver was a former director of the Company.
(9) Mr. Vitalis was a former director and CEO of the Company.
(10) Includes 4,077,103 shares issuable upon exercise of options and warrants
and 11,168 shares held SDI. Excludes 100,000 shares held by the Strickland
Family Limited Partnership. The address of each executive officer and
director of the Company is 1419 Energy Park Drive, St. Paul, Minnesota,
55108.
DESCRIPTION OF SECURITIES
The following description of the Company's capital stock is qualified in
its entirety by reference to the Company's Articles of Incorporation, as
amended, its Bylaws, and the Minnesota Business Corporation Act (the "MBCA").
General
The aggregate number of shares the Company has the authority to issue is
120 million, par value $.01 per share, consisting of 90,000,000 common shares
and 30,000,000 undesignated shares. The Board of Directors of the Company is
authorized to establish from the undesignated shares, by resolution adopted and
filed in the manner provided by law, one or more classes or series of shares, to
designate each such class or series (which may include but is not limited to
designation as additional common shares), and to fix the relative rights and
preferences of each such class or series. None of the holders of any class or
series of the Company's capital stock have preemptive rights or a right to
cumulative voting.
Common Stock
As of the date of this Memorandum, there were 47,385,759 shares of the
Company's Common Stock issued and outstanding. The Board of Directors may issue
additional shares of Common Stock without the consent of the holders of Common
Stock.
Each outstanding share of Common Stock is entitled to one vote except as
may be otherwise required under the terms of the MBCA. All outstanding shares of
Common Stock are fully paid and non-assessable.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the directors out of funds legally available therefor, and to share
pro rata in any distributions to holders of Common Stock upon liquidation or
otherwise. However, the Company has not paid cash dividends on its Common Stock,
and does not expect to pay such dividends in the foreseeable future.
Under the provisions of the MBCA, which governs the actions of the Company,
an amendment to the Articles of Incorporation of the Company generally may be
adopted by the affirmative vote of the holders of a majority of the voting power
of the shares present and entitled to vote at a shareholders' meeting at which
an amendment is proposed. Under the statute, a majority of the voting power of
the shares entitled to vote at a meeting is generally a quorum for the
transaction of business. Accordingly, it is possible that the affirmative vote
of shares in excess of 25 percent of the outstanding shares could authorize an
<PAGE>
amendment to the Company's Articles of Incorporation. Under the Statute, the
affirmative vote of the holders of a majority of the voting power of all shares
entitled to vote is necessary to approve a plan of merger, a plan of exchange, a
sale of all or substantially all of the assets of the Company, or its
dissolution.
Options and Warrants
The Company has granted options and warrants to purchase up to 15,948,603
shares of Common Stock to officers, directors, scientific advisors, consultants,
investors, and financial advisors at exercise prices ranging from $.125 to $.90
per share.
Transfer Agent
StockTrans Inc., Seven East Lancaster Avenue, Ardmore, PA is the transfer
agent for the Common Stock.
PLAN OF DISTRIBUTION
All or a portion of the Shares offered by the Selling Shareholders hereby
may be sold from time to time by the Selling shareholders or by pledgees,
donees, transferees or other successors in interest. Such sales may be made in
the over-the-counter market or otherwise at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The Shares may be sold by one or more of the following means: (a)
ordinary brokerage or market making transactions and transactions in which the
broker or dealer solicits purchasers; (b) block trades in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; and
(c) purchases by a broker or dealer as principal and resales by such broker or
dealer for its account pursuant to this Prospectus. In effecting sales, brokers
or dealers engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the Selling Shareholders in amounts to be negotiated immediately prior to
the sales. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended, in connection with such sales. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 under the Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
TABLE OF CONTENTS
Available Information........................................................2
Documents Incorporated By Reference..........................................2
Company Summary..............................................................3
Risk Factors.................................................................4
Principal and Selling Shareholders...........................................8
Description of Securities...................................................13
Plan of Distribution........................................................14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with this offering are as follows:
Securities and Exchange Commission Filing Fee...................... $14,259
Legal Fees and Expenses............................................ $ 7,500
Accounting Fees and Expenses....................................... $ 7,500
Printing........................................................... $ 5,000
Miscellaneous...................................................... $ 741
-------
Total Expenses................................................. $35,000
Item 15. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person who was or is threatened to be made a
party to any proceeding by reason of the former or present official capacity of
such person , against judgments, penalties and fines, including, without
limitation , excise taxes assessed against such person with respect to an
employee benefit plan, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by such person in connection with the
proceeding, if, with respect to the acts or omissions of such person complained
of in the proceeding such person has not been indemnified by another
organization or employee benefit plan for the same expenses with respect to the
same acts or omissions, acted in good faith, received no improper personal
benefit and Section 302A.255 (which pertains to director conflicts of interest),
if applicable, has been satisfied; in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and in the case of acts or
omissions by a person in their official capacity for the corporation, reasonably
believed that the conduct was in the best interests of the corporation, or in
the case of acts or omissions by persons in their capacity for other
organizations, reasonably believed that the conduct was not opposed to the best
interests of the corporation.
The Minnesota Business Corporation Act also permits Minnesota corporations
in their Articles of Incorporation to limit or eliminate personal liability of
directors to the corporation or its shareholders for monetary damages for breach
of fiduciary duty; however, for bids any limitation or elimination of director
liability for (i) a breach of the director's duty of loyalty, (ii) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) corporate distributions which are either illegal or in
contravention of restrictions in the Articles, Bylaws or any agreement to which
the corporation is a party, (iv) violations of Minnesota securities laws, (v)
any transaction from which the director derived an improper personal benefit, or
(vi) any act or omission occurring prior to the effective date of the provision
in the corporation's Articles eliminating or limiting liability.
Article 8 of the Registrant's Articles of Incorporation reads as follows:
"To the fullest extend permitted by Chapter 302A, Minnesota Statutes, as
the same exists or may hereafter be amended, a director of this corporation
shall not be personally liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director."
The Registrant's Bylaws provide for the indemnification of its directors,
officers, employees and agents in accordance with, and to the fullest extent
permitted by, Section 302A.521 of the Minnesota Business Corporation Act, as
amended form time to time.
Item 16. Exhibits.
See Exhibit Index on page following signatures.
<PAGE>
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(I) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(II) 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, represents a fundamental change in the
information set forth in the registration statement; and
(III) Include any additional 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports file by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That for determining 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 that remain unsold at the termination of the offering.
(b) 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 Securities Act
of 1933 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(c) The undersigned Registrant further undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(d) 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.
<PAGE>
SIGNATURES
In accordance with 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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on January 21, 1997.
Quantech Ltd.
By /s/ R. H. Joseph Shaw
R. H. Joseph Shaw, Chief Executive Officer
POWER OF ATTORNEY
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 the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints R. H.
Joseph Shaw and Gregory G. Freitag, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution, to sign on
his or her behalf individually and in the capacity stated below and to perform
any acts necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his or her substitutes,
shall do or cause to be done by virtue hereof.
Signatures Title
/s/R. H. Joseph Shaw Chief Executive Officer and
R. H. Joseph Shaw Chairman of the Board
/s/ Robert R. McKiel* Executive Vice President-Research
Robert R. McKiel and Development and Director
/s/ Gregory G. Freitag Chief Financial Officer, Vice
Gregory G. Freitag President of Corporate Development
and Secretary
/s/ James F. Lyons* Director
James F. Lyons
/s/ Richard W. Perkins* Director
Richard W. Perkins
/s/ Edward E. Strickland* Director
Edward E. Strickland
*Pursuant to Power of Attorney previously filed:
/s/R.H. Joseph Shaw /s/Gregory G. Freitag
R.H. Joseph Shaw Gregory G. Freitag
Dated: January 21, 1997
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUANTECH LTD.
EXHIBIT INDEX TO FORM SB-2
Exhibit
Number Description
2.1 Plan of Reorganization, dated November 24, 1992, by and among Quantech
Ltd. and Spectrum Diagnostics S.p.A. (incorporated by reference to Exhibit
2.1 of the Registrant's Registration Statement on Form S-4; Reg. No.
33-55356).
2.2 Amendment and Restatement Agreement and Plan of Merger dated January 20,
1993 by and among Quantech Ltd., Spectrum Diagnostics S.p.A. and Spectrum
Diagnostics Corp. (incorporated by reference to Exhibit 2.2 of the
Registrant's Registration Statement on Form S-4; Reg. No. 33-55356).
3.1 Articles of Incorporation of Quantech Ltd., as amended to date
3.2 Bylaws of Quantech Ltd. (incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-4; Reg. No. 33-55356).
4.1 Form of Stock Certificate (incorporated by reference to Exhibit 4.1 of
the Registrant's Registration Statement on Form S-4; Reg. No. 33-55356).
4.2 Form of Private Placement Warrant. *
5.1 Opinion and Consent of Fredrikson & Byron, P.A.
10.1 Lease for office at 1419 Energy Park Drive, St. Paul, MN 55108
(incorporated by reference to Exhibit 10.1 of the Registrant's
Form 10-KSB for the Year Ended June 30, 1995).
10.2 Option Agreement with Ares-Serono, as amended (including license)
assigned to Quantech Ltd. pursuant to the Merger (incorporated by
reference to Exhibit 10.2 of the Registrant's Registration Statement
on Form S-4; Reg. No. 33-55356).
10.3 Employment Agreement with R.H. Joseph Shaw (incorporated by reference to
Exhibit 10.3 of the Registrant's Form 10-KSB for the Year Ended June 30,
1995).
10.4 Employment Agreement with Robert M. McKiel (incorporated by reference to
Exhibit 10.4 of the Registrant's Form 10-KSB for the Year Ended June 30,
1995).
10.5 Letter of amendment to Ares-Serono License (incorporated by reference to
Exhibit 10.6 of the Registrant's Form 10-KSB for the Year Ended June 30,
1995).
10.6 Stock Option to purchase 1,246,000 shares by R.H. Joseph Shaw
(incorporated by reference to Exhibit 10.12 of the Registrant's Form
10-KSB for the Year Ended June 30, 1995).
10.7 Stock Option to purchase 830,841 shares by Robert M. McKiel (incorporated
by reference to Exhibit 10.13 of the Registrant's Form 10-KSB for the
Year Ended June 30, 1995).
10.8 Employment Agreement with Gregory G. Freitag. *
22 Quantech has no subsidiaries.
23.1 Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
23.2 Consent of McGladrey & Pullen L.L.P.
24 Power of Attorney (included on signature page to Registration Statement)
* Previously filed.
ARTICLES OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF QUANTECH LTD.
The undersigned, being the Secretary of Quantech Ltd., a Minnesota
corporation, (the "Corporation"), on behalf of the Corporation, does hereby
certify that the following recitals and resolutions were adopted at a duly
called special meeting of the shareholders, pursuant to Minnesota Statutes,
Sections 302A.135 and 302A.139.
WHEREAS, the Board of Directors of the Corporation believes it is in the
best interest of the Corporation to amend the Articles of Incorporation to
increase the number of authorized shares from 60,000,000 Common Shares to
120,000,000 shares consisting of 90,000,000 Common Shares and 30,000,000
undesignated shares and has previously adopted similar recitals and resolutions
as those proposed here.
IT IS HEREBY RESOLVED THAT,
The shareholders, in accordance with the Corporation's Bylaws, do hereby
approve amending the Corporation's Articles to increase the number of authorized
shares from 60,000,000 Common Shares to 120,000,000 shares consisting of
90,000,000 Common Shares and 30,000,000 undesignated shares.
RESOLVED FURTHER, that Section 3.1 is hereby amended to read as follows:
ARTICLE 3.1
CAPITAL STOCK
The aggregate number of shares of all classes of stock which this
corporation shall have the authority to issue is One Hundred and Twenty Million
(120,000,000) shares, $.01 par value per share, consisting of 90,000,000 Common
Shares and 30,000,000 undesignated shares. The Board of Directors of the
corporation is authorized to establish from the undesignated shares, by
resolution adopted and filed in the manner provided by law, one or more classes
or series of shares, to designate each such class or series (which may include
but is not limited to designation as additional shares of Common Stock), and to
fix the relative rights and preferences of each such class or series.
RESOLVED FURTHER,
The corporation's officers are hereby authorized to complete all documents
necessary and make all filings necessary to effectuate the amendment to the
Corporation's Articles of Incorporation and to record such Amendment in the
Corporation's official record books.
Dated and effective: November 25, 1996.
/s/ Gregory G. Freitag, Secretary
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
QUANTECH LTD.
The undersigned, being the Secretary of Quantech Ltd., a Minnesota
corporation (the "Corporation"), on behalf of the Corporation, does hereby
certify that the following recitals and resolutions were adopted at a duly
called special meeting of the shareholders, pursuant to Minnesota Statutes
Sections 302A.135 and 302A.139:
WHEREAS, the Board of Directors of the Corporation believes
it is in the best interests of the Corporation to amend the Articles
of Incorporation to increase the number of authorized common stock
shares from 30,000,000 to 60,000,000 and has previously adopted
similar recitals and resolutions as those proposed here;
IT IS HEREBY RESOLVED THAT:
The shareholders, in accordance with the Corporation's Bylaws,
do hereby approve amending the Corporation's Articles of Incorporation
to increase the number of authorized common stock shares from
30,000,000 to 60,000,000;
RESOLVED FURTHER:
Section 3.1 is hereby amended to read:
ARTICLE 3.1
CAPITAL STOCK
The aggregate number of shares of all classes of stock which
this corporation shall have the authority to issue is Sixty Million
(60,000,000) shares, $.01 par value per share. The Board of Directors
of the corporation is authorized to establish from the undesignated
shares, by resolution adopted and filed in the manner provided by law,
one or more classes or series of shares, to designate each such class
or series (which may include but is not limited to designation as
additional shares of Common Stock), and to fix the relative rights and
preferences of each such class or series.
RESOLVED FURTHER:
The corporation's officers are hereby authorized to complete
all documents necessary and make all filings necessary to effectuate
the amendment to the Corporation's Articles of Incorporation and to
record such Amendment in the Corporation's official record books.
Dated and effective September 28, 1995.
/s/ George Vitalis, Secretary
<PAGE>
ARTICLES OF INCORPORATION
OF
QUANTECH LTD.
The undersigned individual, being of full age, for the purpose of forming a
corporation under and pursuant to Chapter 302A of the Minnesota Statutes, as
amended, hereby adopts the following Articles of Incorporation:
ARTICLE 1 - NAME
1.1) The name of the corporation shall be Quantech, Ltd.
ARTICLE 2 - REGISTERED OFFICE
2.1) The registered office of the corporation is located at 1021
Bandana Boulevard East, Suite 212, St. Paul, Minnesota 55108.
ARTICLE 3 - CAPITAL STOCK
3.1) Authorized Shares; Establishment of Classes and Series. The
aggregate number of shares the corporation has authority to issue shall be
30,000,000 shares, which shall have a par value of $.01 per share solely for the
purpose of a statute or regulation imposing a tax or fee based upon the
capitalization of the corporation, and which shall consist of 15,000,000 shares
of Common Stock and 15,000,000 undesignated shares. The Board of Directors of
the corporation is authorized to establish from the undesignated shares, by
resolution adopted and filed in the manner provided by law, one or more classes
or series of shares, to designate each such class or series (which may include
but is not limited to designation as additional shares of Common Stock), and to
fix the relative rights and preferences of each such class or series.
3.2) Issuance of Shares. The Board of Directors of the corporation is
authorized from time to time to accept subscriptions for, issue, sell and
deliver shares of any class or series of the corporation to such persons, at
such times and upon such terms and conditions as the Board shall determine,
valuing all nonmonetary consideration and establishing a price in money or other
consideration, or a minimum price, or a general formula or method by which the
price will be determined.
3.3) Issuance of Rights to Purchase Shares. The Board of Directors is
further authorized from time to time to grant and issue rights to subscribe for,
purchase, exchange securities for, or convert securities into, shares of the
corporation of any class or series, and to fix the terms, provisions and
conditions of such rights, including the exchange or conversion basis or the
price at which such shares may be purchased or subscribed for.
<PAGE>
3.4) Issuance of Shares to Holders of Another Class or Series. The
Board is further authorized to issue shares of one class or series to holders of
that class or series or to holders of another class or series to effectuate
share dividends or splits.
ARTICLE 4 - RIGHTS OF SHAREHOLDERS
4.1) No Preemptive Rights. No shares of any class or series of
the corporation shall entitle the holders to any preemptive rights to subscribe
for or purchase additional shares of that class or series or any other class
or series of the corporation now or hereafter authorized or issued.
4.2) No Cumulative Voting Rights. There shall be no cumulative voting
by the shareholders of the corporation.
ARTICLE 5 - DIRECTORS
5.1) The names of the person constituting the first Board of Directors
is as follows:
R. H. Joseph Shaw
ARTICLE 6 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION
6.1) Where approval of shareholders is required by law, the affirmative
vote of the holders of at least a majority of the voting power of all shares
entitled to vote shall be required to authorize the corporation (i) to merge
into or with one or more other corporations, (ii) to exchange its shares for
shares of one or more other corporations, (iii) to sell, lease, transfer or
otherwise dispose of all or substantially all of its property and assets,
including its good will, or (iv) to commence voluntary dissolution.
ARTICLE 7 - AMENDMENT OF ARTICLES OF INCORPORATION
7.1) After the issuance of shares by the corporation, any provision
contained in these Articles of Incorporation may be amended, altered, changed or
repealed by the affirmative vote of the holders of at least a majority of the
voting power of the shares present and entitled to vote at a duly held meeting
or such greater percentage as may be otherwise prescribed by the laws of the
State of Minnesota.
ARTICLE 8 - LIMITATION OF DIRECTOR LIABILITY
8.1) To the fullest extent permitted by Chapter 302A, Minnesota
Statutes, as the same exists or may hereafter be amended, a director of this
corporation shall not be personally liable
- 2 -
<PAGE>
to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director.
ARTICLE 9 - INCORPORATOR
9.1) The name and mailing address of the incorporator are as follows:
Gregory G. Freitag
900 Second Avenue South
1100 International Centre
Minneapolis, Minnesota 55402
IN WITNESS WHEREOF, the undersigned incorporator has hereunto set his
hand this 13th day of November, 1992.
/s/ Gregory G. Freitag
- 3 -
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
January 21, 1997
Quantech Ltd.
1419 Energy Park Drive
St. Paul, Minnesota 55108
Re: Post-Effective Amendment No. 1 to Registration Statement No. 333-6809
Ladies/Gentlemen:
We are acting as corporate counsel to Quantech Ltd. (the "Company") in
connection with the preparation and filing of Post-Effective Amendment No. 1
(the "Amendment") on Form S-3 to Form SB-2 Registration Statement No. 333-6809
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended (the "Act") of 49,021,530 shares of the Company's Common
Stock (the "Shares") to be sold by certain shareholders, including 11,940,103
shares which may be issued upon exercise of outstanding warrants (the
"Warrants").
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 of the Company's Board of
Directors pertaining to the issuance by the Company of the
Shares.
4. The Registration Statement and the Amendment.
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. The Shares have been duly authorized and are, or upon
payment therefor upon exercise of the Warrants will be,
validly issued and outstanding, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" included in the Registration Statement and the related Prospectus.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Timothy M. Heaney
Timothy M. Heaney
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-effective
Amendment number 1 to Form SB-2 Registration on Form S-3 Registration Statement
of our report, dated July 16, 1996, relating to the financial statements of
Quantech, Ltd., which report appears on page 25 of the annual report on Form
10-KSB of Quantech, Ltd. for the year ended June 30, 1996.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
Minneapolis, Minnesota
January 21, 1997
