SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 AMENDMENT TO FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1996. Commission file number: 0-16159 LECTEC CORPORATION (Exact name of Registrant as specified in its charter) Minnesota 41-1301578 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 10701 Red Circle Drive, Minnetonka, Minnesota 55343 (Address of principal executive offices) Registrant's telephone number, including area code: (612) 933-2291 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, ($0.01 par value) (Title of Class) Exhibit Index Appears on Page 7 FILING OF REVISED EXHIBITS 10.17 AND 10.19 On September 30, 1996, LecTec Corporation (the "Company") filed its Annual Report on Form 10-K for the Fiscal Year Ended June 30, 1996 (the "Form 10-K"). Certain confidential portions of Exhibits 10.17 and 10.19 were omitted from such Exhibits; these portions were filed separately with the Securities and Exchange Commission (the "Commission") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and accompanied by a confidential treatment request. In a comment letter dated November 14, 1996, the Commission requested that the Company add certain language to each place in the Exhibits in which confidential information had been omitted. In addition, the Commission made certain comments regarding the scope of the confidential treatment requested with respect to Schedule B to Exhibit 10.17 and Exhibit A to Exhibit 10.19, in response to which the Company is amending its confidential treatment request with regard to those items. The sole purpose of this Amendment 10-K/A-1 is to refile Exhibits 10.17 and 10.19 to include such language and to amend the information as to which confidential treatment has been requested in Schedule B to Exhibit 10.17 and Exhibit A to Exhibit 10.19. Other than such amended Exhibits 10.17 and 10.19, this Amendment 10-K/A-1 contains no financial statements, financial statement schedules, exhibits and or other papers and documents. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements, Schedules and Exhibits 1. Financial Statements The following consolidated financial statements of the Company and its subsidiaries are filed as a part of this Form 10-K in Part II, Item 8: (i) Report of Independent Certified Public Accountants (ii) Consolidated Balance Sheets at June 30, 1996 and 1995 (iii) Consolidated Statements of Operations for the years ended June 30, 1996, 1995 and 1994 (iv) Consolidated Statements of Shareholders' Equity for the years ended June 30, 1996, 1995 and 1994 (v) Consolidated Statements of Cash Flows for the years ended June 30, 1996, 1995 and 1994 (vi) Notes to the Consoldiated Financial Statements 2. Financial Statement Schedules : All schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements or the notes thereto.
3. Exhibits Method of Filing -------- ---------------- 3.01 Articles of Incorporation of Registrant, as amended (1) 3.02 By-laws of Registrant (1) 10.01 Service Agreement dated July 1, 1986, between LecTec (1) International, Inc., a U.S. Virgin Islands corporation, and LecTec Corporation, relating to the sale, lease or rental of certain property outside the United States. 10.02 Distribution and Commission Agreement dated July 1, (1) 1986, between LecTec International, Inc., a U.S. Virgin Islands corporation, and LecTec Corporation, relating to the sale, lease or rental of certain property outside the United States. 10.03 1986 Incentive Stock Option Plan (1) 10.04 Agreement dated June 1, 1983, between LecTec (1) Corporation and George Ingebrand, relating to the grant of stock-equivalent units. 10.05 Certificate of Secretary pertaining to Resolution of (1) Board of Directors of LecTec Corporation, dated October 30, 1986, implementing a Profit Sharing Bonus Plan. 10.06 Research Agreement dated December 31, 1991, between (2) LecTec Corporation and the University of Minnesota, whereby LecTec Corporation received exclusive rights to market and sell a non-nicotine compound to be mutually developed for smoking cessation. 10.07 Assignment and Mutual Release Agreement dated March (2) 9, 1993 between Pharmaco Behavioral Associates, Inc., Robert M. Keenan, Ph.D., M.D. and the University of Minnesota, whereby the University assigned title, royalty and patent rights associated with the technology to alleviate symptoms of tobacco withdrawal to Pharmaco Behavioral Associates, Inc. and Dr. Keenan. Also included is a mutual release of all parties on all past title, royalty and patent rights. 10.08 License Agreement dated March 9, 1993 between (2) Pharmaco Behavioral Associates, Inc. and LecTec Corporation, whereby the Company received an exclusive, worldwide license to market, make and sublicense product associated with the technology to alleviate symptoms of tobacco withdrawal. 10.09 Consultant Contract and Invention Assignment dated (2) March 9, 1993 between Robert Keenan, Ph.D., M.D. and LecTec Corporation, whereby the Company received assignment of patent and invention rights associated with the technology to alleviate symptoms of tobacco withdrawal including provisions that the Company enter into a consulting agreement with Dr. Keenan. 10.10 Research Agreement dated June 30, 1992, between (2) LecTec Corporation and Natus Corporation, whereby Natus will fund the the development of an analgesic patch for exclusive rights to sell the the product. 10.11 Stock Investment and Repurchase Agreement dated July (2) 1, 1992, between LecTec Corporation and Natus Corporation, whereby LecTec purchased Common Stock of Natus Corporation. 10.12 Amendments dated March 18, 1993 to the original (2) Research Agreement dated June 30, 1992, between LecTec Corporation and Natus Corporation. 10.13 Subscription Agreement dated June 17, 1993 between (2) LecTec Corporation and Natus Corporation. 10.14 A Promissory Note dated June 17, 1993 between LecTec (2) Corporation and Natus Corporation. Included in the note is an option for LecTec to receive common stock of Natus in lieu of payment. 10.15 Amended and Restated Stock Option Agreement between (3) LecTec Corporation and Natus Corporation, whereby LecTec has obtained the option to acquire the additional shares required to equal 51% of the Common Stock of Natus. 10.16 Contribution Agreement dated March 12, 1996 between (4) Natus Corporation and ACM Investments, L.L.C. regarding the acquisition of an equity interest in Natus L.L.C *10.17 Distribution Agreement dated March 12, 1996 between (4) LecTec Corporation, Natus Corporation and Natus L.L.C. 10.18 Operating Agreement dated March 12, 1996 between (4) Natus L.L.C., ACM Investments, L.L.C., Natus Corporation and Natus Management, Inc. *10.19 Marketing and Distribution Agreement dated January (4) 11, 1996 between LecTec Corporation, Natus Corporation and CNS, Inc. regarding an analgesic pain patch 10.20 Credit Agreement dated May 1, 1996 between LecTec (4) Corporation and The First National Bank of Saint Paul, a national banking association, whereby LecTec Corporation has an unsecured $1 million working capital line of credit 10.21 Revolving Credit Note dated May 1, 1996 between (4) LecTec Corporation and The First National Bank of Saint Paul, a national banking association 10.22 Working Capital Loan Agreement dated September 5, (4) 1995 between LecTec Corporation and Natus Corporation relating to a loan from LecTec to Natus Corporation 10.23 Form of Working Capital Loan Agreement dated (4) September 5, 1995; between Natus Corporation and various shareholders relating to loans to Natus Corporation 21.01 Subsidiaries of the Company (3) 23.01 Consent of Grant Thornton LLP (4) 27.01 Financial Data Schedule (4) - -----------------------
* Filed with this report on Form 10-K/A-1, Amendment to Form 10-K, for the fiscal year ended June 30, 1996. Confidential treatment has been requested for portions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 as amended, the confidential portions have been deleted and filed separately with the Securities and Exchange Commission together with a confidential treatment request. (1) Incorporated herein by reference to the Company's Form S-18 Registration Statement (file number 33-9774C) filed on October 31, 1986 and amended on December 12, 1986. (2) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1993. (3) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1994. (4) Filed herewith. (b) 1. Reports on Form 8-K. None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K/A-1 Amendment to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of November, 1996. LECTEC CORPORATION /s/Rodney A. Young ------------------ Rodney A. Young Chief Executive Officer, President and Chairman (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. /s/Rodney A. Young November 27, 1996 - ------------------------------------------- Rodney A. Young Chief Executive Officer, President Chairman (Principal Executive Officer) /s/Justin W. Shireman November 27, 1996 - ------------------------------------------- Justin W. Shireman Controller (Principal Financial and Accounting Officer) /s/Rodney A. Young November 27, 1996 - ------------------------------------------- Rodney A. Young Chief Executive Officer, President, Chairman, Director /s/Alan C. Hymes November 27, 1996 - ------------------------------------------- Alan C. Hymes Director /s/Lee M. Berlin November 27, 1996 - ------------------------------------------- Lee M. Berlin Director /s/Paul Johnson November 27, 1996 - ------------------------------------------- Paul Johnson Director /s/Alan J. Wilensky November 27, 1996 - ------------------------------------------- Alan J. Wilensky Director EXHIBIT INDEX ------------- Exhibits Page -------- ---- 3.01 Articles of Incorporation of Registrant, as amended (Note 1) 3.02 By-laws of Registrant (Note 1) 10.01 Service Agreement dated July 1, 1986, between LecTec International, Inc., a U.S. Virgin Islands corporation, and LecTec Corporation, relating to the sale, lease or rental of certain property outside the United States (Note 1). 10.02 Distribution and Commission Agreement dated July 1, 1986, between LecTec International, Inc., a U.S. Virgin Islands corporation, and LecTec Corporation, relating to the sale, lease or rental of certain property outside the United States (Note 1). 10.03 1986 Incentive Stock Option Plan (Note 1). 10.04 Agreement dated June 1, 1983, between LecTec Corporation and George Ingebrand, relating to the grant of stock-equivalent units (Note 1). 10.05 Certificate of Secretary pertaining to Resolution of Board of Directors of LecTec Corporation, dated October 30, 1986, implementing a Profit Sharing Bonus Plan (Note 1). 10.06 Research Agreement dated December 31, 1991, between LecTec Corporation and the University of Minnesota, whereby LecTec Corporation received exclusive rights to market and sell a non-nicotine compound to be mutually developed for smoking cessation (Note 2). 10.07 Assignment and Mutual Release Agreement dated March 9, 1993 between Pharmaco Behavioral Associates, Inc., Robert M. Keenan, Ph.D., M.D. and the University of Minnesota, whereby the University assigned title, royalty and patent rights associated with the technology to alleviate symptoms of tobacco withdrawal to Pharmaco Behavioral Associates, Inc. and Dr. Keenan. Also included is a mutual release of all parties on all past title, royalty and patent rights (Note 2). 10.08 License Agreement dated March 9, 1993 between Pharmaco Behavioral Associates, Inc. and LecTec Corporation, whereby the Company received an exclusive, worldwide license to market, make and sublicense product associated with the technology to alleviate symptoms of tobacco withdrawal (Note 2). 10.09 Consultant Contract and Invention Assignment dated March 9, 1993 between Robert Keenan, Ph.D., M.D. and LecTec Corporation, whereby the Company received assignment of patent and invention rights associated with the technology to alleviate symptoms of tobacco withdrawal, including provisions that the Company enter into a consulting agreement with Dr. Keenan. 10.10 Research Agreement dated June 30, 1992, between LecTec Corporation and Natus Corporation, whereby Natus will fund the the development of an analgesic patch for exclusive rights to sell the the product (Note 2). 10.11 Stock Investment and Repurchase Agreement dated July 1, 1992, between LecTec Corporation and Natus Corporation, whereby LecTec purchased Common Stock of Natus Corporation (Note 2). 10.12 Amendments dated March 18, 1993 to the original Research Agreement dated June 30, 1992 between LecTec Corporation and Natus Corporation (Note 2). 10.13 Subscription Agreement dated June 17, 1993 between LecTec Corporation and Natus Corporation (Note 2). 10.14 Promissory Note dated June 17, 1993 between LecTec Corporation and Natus Corporation. Included in the note is an option for LecTec to receive common stock of Natus in lieu of payment (Note 2). 10.15 Amended and Restated Stock Option Agreement between LecTec Corporation and Natus Corporation, whereby LecTec obtained the option to acquire the additional shares required to equal 51% of the Common Stock of Natus (Note 3). 10.16 Contribution Agreement dated March 12, 1996 between Natus Corporation and ACM Investments, L.L.C.regarding the acquisition of an equity interest in Natus L.L.C *10.17 Distribution Agreement dated March 12, 1996 between LecTec Corporation, Natus Corporation and Natus L.L.C 10.18 Operating Agreement dated March 12, 1996 between Natus L.L.C., ACM Investments, L.L.C., Natus Corporation and Natus Management, Inc. *10.19 Marketing and Distribution Agreement dated January 11, 1996 between LecTec Corporation, Natus Corporation and CNS, Inc. regarding an analgesic pain patch 10.20 Credit Agreement dated May 1, 1996 between LecTec Corporation and The First National Bank of Saint Paul, a national banking association, whereby LecTec Corporation has an unsecured $1 million working capital line of credit 10.21 Revolving Credit Note dated May 1, 1996 between LecTec Corporation and The First National Bank of Saint Paul, a national banking association 10.22 Working Capital Loan Agreement dated September 5, 1995 between LecTec Corporation and Natus Corporation relating to a loan from LecTec to Natus Corporation 10.23 Form of Working Capital Loan Agreement dated September 5, 1995; between Natus Corporation and various shareholders relating to loans to Natus Corporation 21.01 Subsidiaries of the Company (Note 3) 23.01 Consent of Grant Thornton LLP 27.01 Financial Data Schedule Notes: * Filed with this report on Form 10-K/A-1, Amendment to Form 10-K, for the fiscal year ended June 30, 1996. Confidential treatment has been requested for portions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 as amended, the confidential portions have been deleted and filed separately with the Securities and Exchange Commission together with a confidential treatment request. (1) Incorporated herein by reference to the Company's Form S-18 Registration Statement (file number 33-9774C) filed on October 31, 1986 and amended on December 12, 1986. (2) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1993. (3) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1994.