As filed with the Securities and Exchange Commission on February 18, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LECTEC CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1301878
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10701 Red Circle Drive
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices)
LECTEC CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(full title of the plan)
Mr. Rodney A. Young Copy to:
Chief Executive Officer Timothy S. Hearn, Esq.
LecTec Corporation Dorsey & Whitney LLP
10701 Red Circle Drive Pillsbury Center South
Minnetonka, Minnesota 55343 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402-1498
(612) 933-2291 (612) 340-7802
(Telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be registered registered(1) Price per Share(2) Offering Price(2) Registration Fee(2)
- --------------------------------------------------------------------------------------------------
Common Stock
($.01 par value) 200,000 $2.00 $400,000.00 $112.00
- --------------------------------------------------------------------------------------------------
(1) The number of shares being registered represents the number of shares
of Common Stock that may be issued pursuant to the LecTec Corporation
Employee Stock Purchase Plan (the "Plan").
(2) Determined pursuant to Rule 457(c), based on the average of the high
and low sale prices of the Common Stock as reported on the Nasdaq
National Market System on February 11, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been filed by LecTec Corporation
(the "Company") with the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement:
(a) The Annual Report on Form 10-K for the year ended June 30,
1998;
(b) The Quarterly Report on Form 10-Q for the quarters ended
September 30, 1998 and December 31, 1998; and
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed on August 28, 1987,
and any amendment or report updating such description filed subsequent
to the date of such Registration Statement and prior to the termination
of the offering described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
respective dates 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
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions if such person (1) has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the case
of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances. A decision
as to required indemnification is made by a disinterested majority of the Board
of
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Directors present at a meeting at which a disinterest quorum is present, or by a
designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------
4 LecTec Corporation Employee Stock Purchase Plan
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement)
24 Power of Attorney
Item 9. Undertakings
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:
(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, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act
of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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 subparagraphs (1)(i) and (1)(ii) above do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
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(2) That, for the purpose 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.
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.
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 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 other 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 the final
adjudication of such issue.
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SIGNATURES
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 Minnetonka, State of Minnesota, on February 18, 1999.
LECTEC CORPORATION
By /s/ Rodney A. Young
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Rodney A. Young
Chief Executive Officer, President and Chairman
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 February 18, 1999.
Name Title Date
---- ----- ----
/s/ Rodney A. Young Chief Executive Officer, President February 18, 1999
- ------------------------ and Chairman (Principal Executive
Rodney A. Young Officer)
/s/ Deborah L. Moore Chief Financial Officer (Principal February 18, 1999
- ------------------------ Financial and Accounting Officer)
Deborah L. Moore
* Director February 18, 1999
- ------------------------
Lee M. Berlin
* Director February 18, 1999
- ------------------------
Alan C. Hymes, M.D.
* Director February 18, 1999
- ------------------------
Paul O. Johnson
* Director February 18, 1999
- ------------------------
Bert J. McKasy
* Director February 18, 1999
- ------------------------
Marilyn K. Speedie
* Director February 18, 1999
- ------------------------
Donald C. Wegmiller
*By /s/ Rodney A. Young
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Rodney A. Young, as Attorney-In-Fact
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EXHIBIT INDEX
Exhibit Number Description
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4 LecTec Corporation Employee Stock Purchase Plan
5 Opinion of Dorsey & Whitney LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
this Registration Statement)
24 Power of Attorney
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