SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Quantech Ltd.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41- 1709417
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
1419 Energy Park Drive
St. Paul, Minnesota 55108
(Address of Principal Executive Office and Zip Code)
Quantech Ltd. 1998 Stock Option Plan
(Full Title of the Plan)
Gregory G. Freitag
Quantech Ltd.
1419 Energy Park Drive
St. Paul, Minnesota 55108
(651) 647-6370
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Timothy M. Heaney
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under the
1998 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the 1998 Plan
2,000,000 shares $1.59375 $3,075,000 $887.00
TOTAL:
$887.00
======================== ====================== ====================== ====================== ======================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the bid and asked
prices of the Registrant's Common Stock on January 8, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below:
(a) The Registrant's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, or either (I) the latest prospectus
filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited financial
statements for the Registrant's latest fiscal year
for which such statements have been filed or (II) the
Registrant's effective registration statement on Form
10 or 10-SB filed under the Securities Exchange Act
of 1934 containing audited financial statements for
the Registrant's latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the Registrant
document referred to in (a) above;
(c) If the class of securities to be offered is
registered under Section 12 of the Securities
Exchange Act of 1934, the description of such class
of securities contained in a registration statement
filed under such Act, including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Minnesota corporate law, a corporation shall, unless
prohibited or limited by its Articles of Incorporation or Bylaws, indemnify its
directors, officers, employees and agents against judgments, penalties, fines,
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settlements, expenses and disbursements incurred by such person who was, or is
threatened to be, made a party to a proceeding by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation if
generally, with respect to the acts or omissions of the person complained of in
the proceeding, the person: (i) has not been indemnified by another organization
with respect to the same acts or omissions; (ii) acted in good faith, (iii)
received no improper personal benefit; (iv) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (v)
reasonably believed the conduct was in the best interests of the corporation or,
in certain circumstances, reasonably believed that the conduct was not opposed
to the best interests of the corporation. Minnesota corporate law also provides
that a corporation may purchase and maintain insurance on behalf of any
indemnified party against any liability asserted against such person, whether or
not the corporation would have been required to indemnify the person against
liability under the provisions of Minnesota corporate law. The Registrant's
Articles of Incorporation and Bylaws do not limit the Registrant's obligation to
indemnify such persons.
The Registrant's Articles of Incorporation limit the liability
of its directors to the full extent permitted by the Minnesota Business
Corporation Act. Specifically, directors of the Registrant will not be
personally liable for monetary damages for breach of fiduciary duty as directors
except liability for (i) any breach of the duty of loyalty to the Registrant or
its shareholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) dividends or other
distributions of corporate assets that are in contravention of certain statutory
or contractual restrictions, (iv) violations of certain Minnesota securities
laws or (v) any transaction from which the director derives an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion and Consent of Fredrikson & Byron, P.A.
relating to the legality of securities under the
1998 Stock Option Plan.
23.1 Consent of Fredrikson & Byron, P.A. -- included in
their opinion filed as Exhibit 5.
23.2 Consent of McGladrey & Pullen, LLP.
24 Power of Attorney from certain directors.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To 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;
(iii) To include any 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 filed 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 the purposes of determining any
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 being
registered which remain unsold at the termination of
the offering.
(b) 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.
(c) 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
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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 Act 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 Act and will be
governed by final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Paul and State of Minnesota, on the 12th
day of January 1999.
QUANTECH LTD.
(the "Registrant")
By /s/ Robert Case
Robert Case, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Robert Case and
Gregory G. Freitag his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Quantech Ltd. relating to the Company's 1998 Stock
Option Plan and any or all amendments or post-effective amendments to the Form
S-8 Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
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intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
/s/ Robert Case Chief Executive Officer and January 12, 1999
Robert Case director (principal executive
officer)
/s/ Gregory G. Freitag Chief Operating Officer and January 12, 1999
Gregory G. Freitag Chief Financial Officer
(principal financial and
accounting officer)
/s/ James F. Lyons Director January 12, 1999
James F. Lyons
/s/ Richard W. Perkins Director January 12, 1999
Richard W. Perkins
/s/ Edward E. Strickland Director January 12, 1999
Edward E. Strickland
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUANTECH LTD.
Form S-8 Registration Statement
E X H I B I T I N D E X
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)
EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
January 12, 1999
Quantech Ltd.
1419 Energy Park Drive
St. Paul, Minnesota 55108
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Quantech Ltd. (the "Company") in
connection with the original registration by the Company on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") of options and 2,000,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's 1998 Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors and shareholders of the Company pertaining to the
adoption and approval of the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Melodie R. Rose
Melodie R. Rose
EXHIBIT 23.2
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report, dated August 3, 1998, which includes an
emphasis paragraph relating to an uncertainty as to the Company's ability to
continue as a going concern on the financial statements of Quantech, LTD which
report and statements appear, in the Registrant's Annual Report on Form
10-KSB/A-1 for the year ended June 30, 1998.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
January 12, 1999
