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
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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.