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)
815 Northwest Parkway, Suite 100
Eagan, Minnesota 55121
(Address of Principal Executive Office and Zip Code)
Quantech Ltd. 1998 Stock Option Plan
(Full Title of the Plan)
Gregory G. Freitag
Quantech Ltd.
815 Northwest Parkway, Suite 100
Eagan, Minnesota 55121
(651) 647-6370
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Melodie R. Rose
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under the
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 $3.40625 $6,812,500 $1,798.50
TOTAL:
$1,798.50
======================== ====================== ====================== ====================== ======================
</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 September 25, 2000.
<PAGE>
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1998 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg.
No. 333-70499, are incorporated herein by reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Eagan and State of Minnesota, on the 29th day of
September, 2000.
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,
<PAGE>
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying 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 September 29, 2000
Robert Case director (principal executive
officer)
/s/ Gregory G. Freitag Chief Operating Officer, Chief September 29, 2000
Gregory G. Freitag Chief Financial Officer and
Secretary (principal financial
and accounting officer)
/s/ Robert W. Gaines, Jr., M.D. Director September 29, 2000
Robert W. Gaines, Jr., M.D.
/s/ James F. Lyons Director September 29, 2000
James F. Lyons
/s/ Richard W. Perkins Director September 29, 2000
Richard W. Perkins
Director September , 2000
Edward E. Strickland
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUANTECH LTD.
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)
