As filed with the Securities and Exchange Commission on July 30, 1997
Registration No. 333-6809
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 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 (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Identification Number)
Incorporation or Number)
Organization)
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)
Gregory Freitag, CFO and COO
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
<PAGE>
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 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: [ ]
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>
One of purposes of this Post-Effective Amendment No. 3 is to deregister an
aggregate of 22,529,627 shares of Common Stock because such shares have become
eligible for resale pursuant to Rule 144(k) of the Securities Act of 1933, as
amended.
<PAGE>
PROSPECTUS
QUANTECH LTD.
26,491,903 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 26,491,903 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 the 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 July 29, 1997, as reflected on such markets was $0.21 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 July 30, 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.
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:
The Company's Annual Report on Form 10-KSB for the fiscal year ended June
30, 1996.
The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996.
The Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1996.
The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.
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) 935-3311.
<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 seeking to commercialize
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. 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 is expected to have 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, according to a report issued by Decision
Resources, Inc., entitled "Point-of-Care Testing: Status and Prognosis," and
dated April 1996. Central labs currently account for the majority of this market
while near patient ("NP") products represent only a small portion. Introduction
of additional NP products, such as Quantech's system, are expected to cause the
NP testing 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 to
provide fast, cost effective and quantitative NP testing products.
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 NP tests available for the Critical
Care Units, the Company is not aware of any existing NP testing product that
provides a single instrument that will perform most of the tests required in the
ED. Additionally, minimal competition exists for NP testing 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 available product 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. Similar results are presently available
from the central lab in 45 to 90 minutes.
Quantech believes the benefits of its system over other NP testing
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. The timetable for submitting the Company's
system to the FDA and introduction to the market will be influenced by the
Company's ability to complete prototype development of its system, necessary
testing for submission of its FDA filing and delays it may encounter with the
FDA in its review of the system. Once its system is introduced, Quantech
believes the capabilities of such system as a rapid and 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 specifically those historically encountered
by the Company, and the competitive environment in which the Company will
operate. The Company has not had significant revenues to date. As of March 31,
1997, the Company had an accumulated deficit of $13,431,933. 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. The Company recently
completed a private offering of convertible notes and warranties, raising gross
proceeds of $1,070,000. The Company estimates that these proceeds will provide
it with sufficient capital to continue operations through September 1997,
however, to maintain operations through this period it has ceased marketing
related activity and focused all resources on product development. Therefore,
additional funds will have to be raised through equity or debt financing. There
can be no assurance that any additional financing can be obtained on favorable
terms, if at all. Such additional financing may result in dilution to Company
shareholders and/or debt to the Company. 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 not met 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.
<PAGE>
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
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 NP 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
commercialization 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 NP testing 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 NP testing 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 lace 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.
Dependence on the Ares-Serono License
The Company is dependent upon the worldwide exclusive license (the
"License") it acquired from Ares-Serono to certain patents, proprietary
information and associated hardware (e.g. molds, test rigs, prototypes) related
to the SPR technology. The Ares-Serono affiliated companies (the "Ares-Serono
Group"), based in Switzerland, comprise a multinational organization engaged in
the development and marketing of ethical pharmaceuticals and diagnostic
products, primarily in the field of human fertility, human growth, immunology
and virology. The License calls for an ongoing royalty of 6 percent on all
products utilizing the SPR technology which are sold by the Company. If the
Company sublicenses the technology, the Company will pay a royalty of 15 percent
of all revenues received by the Company under any sublicense. To date, the
Company has paid $850,000. If the payments of the 6 percent royalty and the
<PAGE>
sublicense royalty fail to reach at least $1,000,000 by December 31, 1997, an
additional payment of $150,000 by December 31, 1997 will be required. If such
payment is not made, Ares-Serono has the right to cause a reversion to
Ares-Serono of a royalty-free license, thereby depriving the Company of its
exclusive rights under the License. The obligations of Quantech to pay royalties
terminate when the total royalty payments (excluding any sublicense royalties
paid through July 1, 1996) reach a gross amount of $18 million. After such date,
Quantech's rights in the licensed SPR technology continue in perpetuity with no
further obligations to Ares-Serono.
Ares-Serono specifically reserved, and did not license to Quantech, any
rights with or otherwise integrated with certain fluorescence capillary fill
device technology (the "FCFD Technology"). The Company believes that such
limitation does not materially impact the value of the License given Quantech's
current plan of commercialization. In addition, the License is subject to the
contingent right of PA Technology, a U.K. corporation, to request a grant of a
non-exclusive royalty-free license to exploit certain rights in the SPR
technology for applications outside the field of the commercial interests of the
Company. Finally, Ares-Serono has retained the right to further develop the SPR
technology, provided, however, that any products commercialized from such
development may only be sold through Ares-Serono under its name. Quantech is
unaware of any attempts by Ares-Serono to further develop the SPR technology.
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.
Changes in Management
R.H. Joseph Shaw resigned as the Company's chairman, president and chief
executive officer. Mr. Shaw remains a consultant to the Company. The Company is
seeking a new chief executive officer with a strong background in operating a
commercial diagnostics company. In the interim, Robert Case, a director of the
Company, has been elected to serve as the chief executive officer of the Company
on a part-time basis. James F. Lyons was elected chairman of the Company's
board. The Company also recently accepted the resignation of Michael P. Nagel,
formerly Director of Sales and Marketing. In addition to the departures of
Messrs. Shaw and Nagel, the Company completed a workforce reduction bringing the
total number of full-time employees to 14.
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.
<PAGE>
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 19,555,403 shares that may be obtained upon exercise of
outstanding options and warrants are also included for resale pursuant to this
Prospectus. The sale of a substantial number of the shares available for sale or
shares underlying options and warrants could adversely effect the market price
and liquidity of the Company's securities.
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.
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(1) 50,000 50,000 *
Meleah T. & David M. Arnold 400,000 100,000 100,000 1.0%
J. Marc Ashton 40,000 10,000 50,000 *
Bernard C. Baier 50,000 50,000 *
John G. Ballenger 200,000 50,000 250,000 *
Bank Heusser & Co. LTD(2) 400,000 100,000 100,000 1.0%
W. William & Colette M. Bednarczyk 125,000 125,000 *
Richard T. Bennett 50,000 50,000 *
Denis Berger 250,000 250,000 *
Nicolas C. Bluhm 360,000 115,000 325,000 *
Jeffrey A. & Brenda L. Bowen 50,000 50,000 *
Donald A. Brattain 450,000 50,000 500,000 1.0%
Courtney W. Brown 210,664 10,000 50,000 *
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 *
Robert Case(3)(22) 908,334 908,334 1.9%
Fred & Wendy Caslavka 10,000 10,000 *
Joseph B. Catarious 200,000 50,000 50,000 *
Lee S. Chapman 538,000 25,000 235,000 1.2%
Martin Chelstrom 10,000 10,000 *
Christianson Investment Co. LP(4) 500,000 100,000 200,000 1.2%
Ann M. Christianson 19,750 4,937 4,937 *
Lynn A. Christianson 19,750 4,937 4,937 *
Warren G. Christianson 800,036 120,378 470,378 1.9%
Warren T. A. Christianson 19,750 4,937 4,937 *
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 1,115,037 600,000 600,000 3.5%
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 50,000 100,000 *
Neil Durhman 200,000 200,000 *
Paul Ehlen 36,670 5,000 41,670 *
Stanley G. & Carol R. Eilers 958,000 190,000 390,000 2.3%
Engelkes-Abels Funeral Home Inc.(5) 80,000 20,000 100,000 *
Equity Securities Trading Co., Inc.(6) - 2,000 2,000 *
James E. Ernst 17,500 17,500 *
Weems Estelle(7) 560,000 450,000 450,000 2.1%
Robert J. Evans 40,000 10,000 50,000 *
Harvey Feldman 25,000 25,000 *
Lee Felicetta 40,000 10,000 20,000 *
John E. Feltl - 4,000 4,000 *
Founding Partners Limited Partnership II(8) 200,000 200,000 *
Carol M. Freeman 19,750 4,937 4,937 *
Gregory G. Freitag 1,135,500(9)(22) 100,000 100,000 2.3%
Robert W. Jr. & Patricia T. Gaines 100,000 100,000 *
Robert D. Gearou 50,000 50,000 *
Robert L. Gearou 250,000 62,500 112,500 *
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 *
Mark Goldsteen 400,000 100,000 500,000 1.0%
Franklin N. Groves IRA 25,000 25,000 *
Gummow Investments(10) 50,000 50,000 *
Troy Gummow 50,000 50,000 *
Warren Guy & Lonnie K. Gummow 50,000 50,000 *
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(11) 750,000 750,000 1.6%
Thomas Craig Hense 50,000 50,000 *
Julie A. Higgins 19,750 4,937 4,937 *
Bruce Hubbard 32,000 8,000 40,000 *
Richard G. & Diane L. Hubers 20,000 20,000 *
H. K. Financial Corp 1,420,664 100,000 500,000 3.2%
Hynan Real Estate Partnership 25,000 25,000 *
Industricorp & Co. Inc.(12) 127,600 44,400 51,300 *
Intermed Anstalt 275,000 50,000 100,000 *
Charles A. Jacob 20,000 20,000 *
Stanley J. Johnson 250,000 75,000 125,000 *
Theodore Johnson 100,000 25,000 125,000 *
Wesley E. Johnson Jr. 65,000 10,000 35,000 *
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 2.7%
Kurt King DDS, IRA 100,000 25,000 125,000 *
Steven G. King 100,000 25,000 85,000 *
John G. Kinnard & Company Inc.(13) - 3,078,500 3,078,500 6.0%
Brandon Koress 116,670 25,000 141,670 *
Mitchell Krieger 175,000 37,500 112,500 *
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 1,000,360 175,000 508,985 2.1%
Bruce A. Lawin 40,000 10,000 50,000 *
Thomas F. Leahy 100,000 100,000 *
Cheri E. Lefebvre 10,000 10,000 *
Lopresti Gabbay & Associates Inc. 400,000 400,000 *
C. S. Lozinski 60,000 15,000 15,000 *
Roger Lucas 100,000 25,000 125,000 *
Wayne K. Lund 792,000 150,000 190,000 2.0%
James F. Lyons 783,334(14)(22) 50,000 300,000 1.7%
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 *
David Metz 50,000 12,500 62,500 *
Joseph Moorbroek 60,000 15,000 75,000 *
Sheliah Mulvaney 16,665 16,665 *
James S. Murphy 80,000 20,000 100,000 *
Andrea McCallister O'Connell 127,664 12,500 87,500 *
Robert R. McKiel 881,330(15) 830,841 1.8%
H. Vincent O'Connell 345,864 32,500 182,500 *
Steve O'Hara 40,000 10,000 50,000 *
Jay Osman 5,000 5,000 *
John & Delores Owensby 340,000 90,000 190,000 *
Deming L. Payne 260,000 90,000 150,000 *
Richard W. Perkins 683,334(16) 50,000 350,000 1.4%
Thomas J. Pierce 40,000 10,000 50,000 *
William W. Prain 100,000 25,000 25,000 *
Charlie H. Pulley 342,000 75,000 217,000 *
Arthur Querfeld 40,000 40,000 *
Mary J. Rasley 19,750 4,937 4,937 *
Willard Charles Rehbein 400,000 150,000 150,000 1.1%
Victor P. Reim 50,000 50,000 *
Ben Reuben 25,000 25,000 *
River Edge Partners, Inc.(17) 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 37,500 *
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 25,000 *
Sekhavat Ltd. Partnership(18) 560,000 190,000 350,000 1.6%
Byron G. Shaffer 335,000 335,000 *
Gerald J. Shink 50,000 50,000 *
Patrick M. Sidders 72,136 6,000 36,000 *
Ronald & Catherine M. Silver 50,000 50,000 *
Terryl Sinko 50,000 50,000 *
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 733,334(19)(23) 50,000 250,000 1.7%
Strickland Family Limited Partnership 100,000(19)(23) 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 50,500 102,500 1.2%
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 1,000,000 275,000 875,000 2.6%
Ben Trainer 255,000 75,000 130,000 *
Charles E. Underbrink 325,000 125,000 450,000 *
Greg & Patricia Vogelpohl 35,000 35,000 *
Randall S.& Nancy Brostrom Vollertson 17,500 17,500 *
Chris Warren 100,000 100,000 *
Larry Weaver(20) 5,861 250,000 250,000 *
George Vitalis(21) 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 *
Frank W. Worms 85,000 85,000 *
Alvin Zelickson 50,000 12,500 62,500 *
Richard J. Zentgraf 50,000 50,000 *
All directors and executive officers as a
Group 5,275,166(23) 250,000 3,127,103 9.9%
(6 persons)
- -------------------------------------
* Less than 1.0%.
</TABLE>
(1) The director of Mensa Anstalt and intermed Anstalt is Georg Vogt.
(2) The president of Bank Heusser & Co. is Max Cotting.
(3) Includes options and warrants to purchase 908,334 shares that are
currently exercisable or exercisable within 60 days.
(4) The principal of Christianson Investment Co. LP, a family investment
partnership of Ted Christianson.
(5) The president and owner of Engelkes-Able Funeral Home Inc. is Tom Vertin.
(6) Equity Security Trading Co., Inc. is an investment banking firm and
NASD member owned by Laurence Zipkin and Nathan Newman.
(7) Mr. Estelle was the Company's former Chairman of the Board.
(8) The principles of Founding Partners II, an investment partnership, are
David Henderson and Donald Brattain.
(9) Includes options and warrants to purchase 1,130,000 shares that are
currently exercisable or exercisable within 60 days. Mr. Freitag is the
Company's CFO and Chief Operating Officer.
(10) The principles of Gummow Investments are Warren Guy Gummow and Lonnie K.
Gummow.
(11) Heartland Limited Partnership is an investment partnership.
(12) Industricorp & Co. Inc. is a nominee holder for Union Bank & Trust.
(13) John G. Kinnard and Company, Incorporated is the Company's Investment
Banker and a subsidiary of a publicly-traded company, Kinnard Investments,
Inc.
(14) Includes options and warrants to purchase 533,334 shares that are
currently exercisable or exercisable within 60 days. Mr. Lyons is
Chairman of the Board of the Company.
(15) Includes 830,841 shares issuable upon exercise of warrants. Mr. McKiel
is the Company's Executive V.P. of Research and Development.
(16) Includes options to purchase 383,334 shares that are currently
exercisable. Mr. Perkins is a director of the Company.
(17) The president of River Edge Partners Inc. is Joseph Ciffilillo.
(18) The general partner of Sekhavat Ltd. Partnership is Abbass Sekhavat.
(19) Includes options and warrants to purchase 458,334 shares that are
currently exercisable or exercisable within 60 days. Excludes
100,000 shares and warrants to purchase 75,000 shares held by the
Strickland Family Limited Partnership of which entity Mr. Strickland is
a general partner. Mr.Strickland is a director of the Company.
(20) Dr. Weaver was a former director of the Company.
(21) Mr. Vitalis was a former director and CEO of the Company.
(22) Does not include notes convertible at 80% of the per share price of
Quantech's next transaction in excess of $5,000,000 in the principal
amounts of $25,000, $10,000, $50,000, $25,000 and $25,000 held by Messrs.
Case, Freitag, Lyons and Strickland and the Strickland Family Limited
Partnership, respectively.
(23) Includes options and warrants to purchase 4,244,177 shares that are
currently exercisable or exercisable within 60 days. Also includes 100,000
shares and warrants to purchase 75,000 shares held by the Strickland
Family Limited Partnership of which entity Mr. Strickland is a general
partner.
<PAGE>
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 48,040,759 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
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.
<PAGE>
Options and Warrants
The Company has granted options and warrants to purchase up to 19,555,403
shares of Common Stock to officers, directors, scientific advisors, consultants,
investors, and financial advisors.
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 from time to time.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Commission, such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
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 July 29, 1997.
Quantech Ltd.
By /s/ Gregory G. Freitag
Gregory G. Freitag, Chief Financial Officer and
Chief Operating 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 Robert Case
and Gregory G. Freitag, and each of them, as his or her true and lawful
attorney-in fact and agent, with full power and 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/ Robert Case Chief Executive Officer and Director
Robert Case
/s/ Robert R. McKiel* Executive Vice President-Research and
Robert R. McKiel Development and Director
/s/ Gregory G. Freitag Chief Financial Officer, Chief Operating
Gregory G. Freitag Officer and Secretary
/s/ James F. Lyons* Chairman of the Board
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/ Gregory G. Freitag
Gregory G. Freitag, Chief Financial Officer
and Chief Operating Officer
Dated: July 29, 1997
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUANTECH LTD.
EXHIBIT INDEX TO AMENDMENT NO. 3 TO FORM SB-2 ON FORM S-3
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 Warrant 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. *
10.9 Severance and Settlement Agreement and Mutual Release of All Claims with
R.H. Joseph Shaw dated June 13, 1997.
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.
