SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
|X| Soliciting material under ss. 240.14a-12
LECTEC CORPORATION
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:______________________
(2) Aggregate number of securities to which transaction applies:___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):_____________
(4) Proposed maximum aggregate value of transaction:_______________________
(5) Total fee paid:__________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:______________________
(2) Form, Schedule or Registration Statement No.:_________________
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(4) Date Filed:____________________
INVESTORS AND SHAREHOLDERS OF LECTEC CORPORATION ARE URGED TO READ CAREFULLY THE
PROXY STATEMENT AND OTHER DOCUMENTS WHICH LECTEC WILL FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION, RELATING TO THE ASSET SALE DESCRIBED IN THE PRESS
RELEASE BELOW, WHEN THEY BECOME AVAILABLE. THE PROXY STATEMENT AND OTHER FILINGS
WILL CONTAIN IMPORTANT INFORMATION ABOUT LECTEC, THE ASSET SALE AND RELATED
MATTERS. LecTec will mail the Proxy Statement to shareholders of LecTec. Once
the Proxy Statement is filed with the SEC, investors and shareholders of LecTec
will be able to obtain free copies of the Proxy Statement through the website
maintained by the SEC at http://www.sec.gov. Investors and shareholders of
LecTec will be able to obtain copies of the documents filed by LecTec free of
charge from LecTec by mailing a request to LecTec Corporation, attention Douglas
J. Nesbit, Chief Financial Officer, 10701 Red Circle Drive, Minnetonka,
Minnesota 55343. LecTec's telephone number is (952) 933-2291. In addition to the
Proxy Statement, LecTec files annual, quarterly and special reports and other
information with the SEC. You may read and copy any reports, statements or other
information filed by LecTec at the SEC public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
CONTACT:
Rodney A. Young, CEO or
Jane Nichols, Vice President of Marketing and New Business Development
LECTEC CORPORATION SIGNS AGREEMENT TO SELL ASSETS OF
CONDUCTIVE BUSINESS IN ORDER TO PROMOTE GROWTH OF
OVER-THE-COUNTER TOPICAL PATCH BUSINESSES
NOVEMBER 21, 2000 - - MINNETONKA, MN - LECTEC CORPORATION (NASDAQ NATIONAL
MARKET: LECT) today announced the signing of an asset purchase agreement with
The Ludlow Company LP, a unit of Tyco Healthcare, pursuant to which Ludlow will
purchase LecTec's diagnostic electrode and electrically conductive adhesive
hydrogel business assets. Under the agreement LecTec will receive $7,250,000 in
cash upon closing of the transaction, subject to adjustment for changes in the
net assets at the time of closing. No other terms of the acquisition were
disclosed. The agreement is subject to approval by the shareholders of LecTec
and other customary closing conditions. LecTec currently anticipates that the
closing will occur in January 2001 immediately following its Annual Meeting of
Shareholders.
"The sale of our conductive assets represents a significant step in our
re-invention process, as we aggressively execute our over-the-counter topical
drug delivery strategy," stated Rodney A. Young, Chairman, CEO and President of
LecTec Corporation. "This transaction will help fuel our rapidly growing
TheraPatch and topical patch contract manufacturing businesses. We have been
successful with our OTC topical patch business, in spite of our limited
resources and multiple business focus. Upon completing this transaction, we will
have additional capacity and a strengthened ability to develop and launch even
more topical patch products," concluded Young.
LecTec's investment banker in the transaction was Goldsmith Agio Helms.
Goldsmith Agio Helms is the nation's leading privately held, middle market
investment banking firm. The firm's focus is representing sellers of public and
private companies in mergers, acquisitions, divestitures and recapitalizations.
Goldsmith Agio Helms has offices in Minneapolis, New York, Chicago, San
Francisco and Naples, Florida.
LecTec is a health care and consumer products company that develops,
manufactures and markets products based on its advanced skin interface
technologies. Primary products include a full line over-the-counter therapeutic
patches for muscle aches, insect bites, minor skin rashes, cough due to colds
and minor sore throats, as well as diagnostic electrodes and conductive
hydrogels for electrocardiography and related applications, and a full line of
medical tapes.
This press release contains forward-looking statements that may include
statements regarding intent, belief or current expectations of the company and
its management. These forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that may cause the
Company's actual results to differ materially from the results discussed in
these statements.
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INVESTORS AND SHAREHOLDERS SHOULD READ THE PROXY STATEMENT CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING DECISIONS.
SOLICITATION OF VOTES.
LecTec and its directors may be considered participants in the asset sale, and
may be soliciting votes from LecTec's shareholders in favor of approval of the
asset sale. The following are the directors of LecTec: Rodney A. Young, Lee M.
Berlin, Alan C. Hymes, M.D., Bert J. McKasy, Marilyn K. Speedie, Ph.D., and
Donald C. Wegmiller.
ADDITIONAL INFORMATION ABOUT LECTEC AND ITS DIRECTORS MAY BE FOUND IN LECTEC'S
PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A, AS AMENDED, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2001.
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