-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HSdnBUDvAHjhjllNRiGCVrtzFO1rLaQdKbMw7ZIlqEhkNORLm0PdgVBUOiLdkjox d7zI/ccIzaWsWuiZnOzVdQ== 0000897101-99-000161.txt : 19990301 0000897101-99-000161.hdr.sgml : 19990301 ACCESSION NUMBER: 0000897101-99-000161 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990226 EFFECTIVENESS DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LECTEC CORP /MN/ CENTRAL INDEX KEY: 0000805928 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 431301878 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-72571 FILM NUMBER: 99550696 BUSINESS ADDRESS: STREET 1: 10701 RED CIRCLE DR CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129332291 MAIL ADDRESS: STREET 1: 10701 RED CIRCLE DRIVE STREET 2: 10701 RED CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 S-8 POS 1 As filed with the Securities and Exchange Commission on February 25, 1999 Registration No. 333-72571 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- 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) -------------------- 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. The Company paid this fee with the original filing on February 18, 1999. This Amendment is being filed solely to file a corrected version of the Power of Attorney attached as Exhibit 24 to the Form S-8 as originally filed on February 18, 1999. 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 - --------------- * Previously filed. II-1 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/A 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 25, 1999. LECTEC CORPORATION By /s/ Rodney A. Young ----------------------------------------------- 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 25, 1999. Name Title Date ---- ----- ---- /s/ Rodney A. Young Chief Executive Officer, President February 25, 1999 - ------------------------ and Chairman (Principal Executive Rodney A. Young Officer) /s/ Deborah L. Moore Chief Financial Officer (Principal February 25, 1999 - ------------------------ Financial and Accounting Officer) Deborah L. Moore * Director February 25, 1999 - ------------------------ Lee M. Berlin * Director February 25, 1999 - ------------------------ Alan C. Hymes, M.D. * Director February 25, 1999 - ------------------------ Paul O. Johnson * Director February 25, 1999 - ------------------------ Bert J. McKasy * Director February 25, 1999 - ------------------------ Marilyn K. Speedie * Director February 25, 1999 - ------------------------ Donald C. Wegmiller *By /s/ Rodney A. Young --------------------- Rodney A. Young, as Attorney-In-Fact II-2 EXHIBIT INDEX 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 - --------------- * Previously filed. II-3 EX-24 2 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rodney A. Young and Deborah L. Moore, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of LecTec Corporation), to sign a registration statement, and any or all amendments (including post-effective amendments) thereto, on Form S-8 for the sale of shares of LecTec Corporation Common Stock pursuant to the LecTec Corporation Employee Stock Purchase Plan, 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, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof. 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 /s/ Lee M. Berlin Director February 18, 1999 - ------------------------ Lee M. Berlin /s/ Alan C. Hymes Director February 18, 1999 - ------------------------ Alan C. Hymes, M.D. /s/ Paul O. Johnson Director February 18, 1999 - ------------------------ Paul O. Johnson /s/ Bert J. McKasy Director February 18, 1999 - ------------------------ Bert J. McKasy /s/ Marilyn K. Speedie Director February 18, 1999 - ------------------------ Marilyn K. Speedie /s/ Donald C. Wegmiller Director February 18, 1999 - ------------------------ Donald C. Wegmiller -----END PRIVACY-ENHANCED MESSAGE-----