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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: NOVEMBER 21, 2006
(Date of earliest event reported)
LECTEC CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 0-16159
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MINNESOTA 41-1301878
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
5610 LINCOLN DRIVE, EDINA, MINNESOTA 55436
(Address of principal executive offices, including zip code)
(952) 933-2291
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) On November 21, 2006, Alan C. Hymes, M.D., Chief Executive Officer, Chief
Financial Officer, Chairman and Director of LecTec Corporation ("LecTec"),
resigned from his positions as Chief Executive Officer, Chief Financial Officer,
Chairman and Director in order to spend time with his family and to pursue other
scientific interests.
(c) On November 21, 2006, the Board of Directors of LecTec elected Judd A.
Berlin to the offices of Chief Executive Officer, Chief Financial Officer, and
Chairman at LecTec and to serve as LecTec's principal executive, financial and
accounting officer for SEC reporting purposes. Mr. Berlin, age 50, has been a
director of LecTec since May 29, 2003. Mr. Berlin is a multinational
entrepreneur and founder of Hello Corporation, an Asian-based company operating
call centers for Fortune 100 companies. Mr. Berlin has also founded companies in
Europe, the Middle East, and Asia in food distribution, broadcasting, and
entertainment production. Mr. Berlin has an MBA from St. Thomas University in
St. Paul, Minnesota, and is the son of Lee M. Berlin, who is a 10% shareholder
of LecTec. Also effective as of November 21, 2006, LecTec's Board of Directors
appointed Mr. Berlin to LecTec's Audit Committee.
There is currently no employment agreement between LecTec and Mr. Berlin. Mr.
Berlin will receive no compensation for his service as LecTec's Chief Executive
Officer, Chief Financial Officer, or Chairman. Mr. Berlin has also elected not
to receive a retainer for his service as a non-employee director on LecTec's
Board of Directors. There are no arrangements or understandings between Mr.
Berlin and any other persons pursuant to which Mr. Berlin was selected as an
officer. Mr. Berlin does not have a direct or indirect material interest in any
currently proposed transaction to which LecTec is to be a party in which the
amount involved exceeds $60,000, nor has Mr. Berlin had a direct or indirect
material interest in any such transaction during LecTec's last two fiscal years.
(d) On November 21, 2006, the Board of Directors of LecTec elected a new
director, Daniel C. Sigg MD PhD, to LecTec's Board of Directors. Dr. Sigg, age
42 and a Swiss national, is currently serving as Sr. Manager in the R&D Division
of Cardiac Rhythm Disease Management at Medtronic, Inc., a leading medical
device and technology company, which he joined in 2001. Dr. Sigg is a
board-certified anesthesiologist and has significant clinical experience. His
pre-clinical expertise includes both academic and industrial R&D. His areas of
interest and expertise include Cardiovascular Physiology, Biotechnology,
Pharmacology, and Local Drug Delivery. To date, Dr. Sigg has published 17
peer-reviewed papers, as well as numerous book chapters and abstracts, and is
inventor of two issued and 14 pending U.S. patents. Dr. Sigg obtained his
Medical Degree from the University of Basel, Switzerland, and his PhD degree in
Physiology from the University of Minnesota. Dr. Sigg speaks German, English,
French, and some Italian.
As a non-employee director of LecTec, Dr. Sigg will receive an annual retainer
in the amount of $17,500 for his service on LecTec's Board of Directors. This
retainer is paid in advance in quarterly installments of $4,375 prior to the
beginning of the following quarter in which services will be performed.
Other than the annual retainer fee described above, there are no arrangements or
understandings between Dr. Sigg and any other persons pursuant to which Dr. Sigg
was selected as a director. Dr. Sigg does not have a direct or indirect material
interest in any currently proposed transaction to which LecTec is to be a party
in which the amount involved exceeds $60,000, nor has Dr. Sigg had a direct or
indirect material interest in any such transaction during LecTec's last two
years. Dr. Sigg has no equity interest in LecTec.
A press release, dated November 28, 2006, announcing (1) Dr. Hymes's resignation
from his positions as Chief Executive Officer, Chief Financial Officer, Chairman
and Director, (2) Mr. Berlin's election to the offices of Chief Executive
Officer and Chief Financial Officer, and (3) Dr. Sigg's election to LecTec's
Board of Directors, is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press release issued by LecTec Corporation on November 28, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LECTEC CORPORATION
By: /s/ Judd A. Berlin
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Judd A. Berlin
Chief Executive Officer and Chief Financial Officer
Date: November 28, 2006
EXHIBIT INDEX
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release issued by LecTec Corporation on November 28, 2006.
</Table>