SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A (No. 1)
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 30, 1996
Commission file number 0-19957
QUANTECH LTD.
(Name of Small Business Issuer in its Charter)
Minnesota 41-1709417
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
1419 Energy Park Drive
St. Paul, Minnesota 55108
(Address of Principal Executive Offices; Zip Code)
Issuer's Telephone Number Including Area Code: (612) 647-6370
Securities Registered Under Section 12(b) of the Act: None
Securities Registered Under Section 12(g) of the Act:
Common Stock, $.01 par value
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
X Yes No
Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The Issuer's revenues for the fiscal year ended June 30, 1996 were $0.
The aggregate market value of the Issuer's Common Stock held by nonaffiliates
(persons other than officers, directors or holders of more than 5% of the
outstanding stock) as of August 8, 1996, was approximately
$41,582,937 (based on the closing sale price of the Issuer's Common
Stock on such date).
Shares of Common Stock, $.01 par value, outstanding on August 8, 1996:
46,900,759 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 1996 Annual Meeting of
Shareholders are incorporated by reference into Part III of this Form 10-KSB.
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
The names, ages and positions of the Company's executive officers are
as follows:
Name Age Position
R. H. Joseph Shaw 51 President, Chief Executive
Officer and Chairman of
the Board
Robert R. McKiel, Ph.D. 53 Executive Vice President
-Research and Development
and Director
Gregory G. Freitag 34 Chief Financial Officer, Vice
President of Corporate
Development and Secretary
R. H. Joseph Shaw, age 51, has been President, Chief Executive Officer and
Chairman of the Board of the Company and its predecessor entities since
inception of the predecessor entity in March 1989. In 1971, Mr. Shaw started his
career with McNeil Laboratories, Ltd., a subsidiary of Johnson & Johnson ("J&J")
in the position of Manager of Scientific Affairs. In that capacity, he monitored
clinical programs and interfaced with the Canadian equivalent of the FDA.
Subsequently, he served as Canadian General Manager of another J&J company. In
1973, Mr. Shaw joined K-Vet/KVL, a privately owned medical company, as Executive
Vice President. In 1978, Mr. Shaw purchased the Human Diagnostics Division from
K-Vet/KVL, which he renamed Cathra International ("Cathra"). Mr. Shaw remained
with Cathra as President until it was sold in 1985, after which he coordinated
the integration of Cathra and the purchaser's medical groups into a single
operating entity, MCT Medical, Inc. Mr. Shaw was the President of MCT Medical,
Inc. until April 1987. From April 1987 until joining the Company, Mr. Shaw was
Vice President and head of diagnostics of Quadra Logic Technologies, Inc., a
medical diagnostics company. Mr. Shaw is an honors science graduate with
postgraduate work in the area of medical science. He has taught at McMaster
University and Simon Fraser University in Canada, has served on the Le Dain
Royal Commission investigating the nonmedical use of drugs and was a guest
speaker to the U.S. Senate Committee on Small Business.
Robert R. McKiel, Ph.D., age 54, has been Executive Vice President-Research
and Development since 1992 and a director from May 1995 through November 1996.
From 1987 through 1992, Dr. McKiel was President of his consulting firm, R.M.
Consulting providing consulting services in the areas of diagnostic and
pharmaceutical quality control. From 1984 to 1987, Dr. McKiel served as Vice
President of Amersham International, a medical diagnostic company, based in the
United Kingdom. He earned his baccalaureate degree in organic chemistry at the
University of Notre Dame and a doctorate in biological chemistry at the
University of Illinois.
<PAGE>
Gregory G. Freitag, age 35, has been Chief Financial Officer, Vice
President of Corporate Development and Secretary of the Company since December
1, 1995. From 1987 until joining the Company, Mr. Freitag was a lawyer with the
Minneapolis, Minnesota law firm of Fredrikson & Byron, P.A. As a shareholder
with Fredrikson & Byron, he practiced in the corporate, securities and merger
and acquisition areas of law. Mr. Freitag has his J.D. and CPA, has served on
securities advisory committees to the Minnesota Commissioner of Commerce and is
included in the Minnesota Business Guide to Law & Leading Attorneys.
The information required by Item 9 relating to directors is incorporated
herein by reference to the section entitled "Election of Directors" which
appears in the Company's definitive proxy statement for its 1996 Annual Meeting
of Shareholders.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized. QUANTECH LTD. ("Registrant")
Dated: March 18, 1997 By: /s/ Gregory F. Freitag
Gregory F. Freitag,
CFO
