As filed with the Securities and Exchange Commission on February 25, 1999 Registration No. 333-72569 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 1998 STOCK OPTION PLAN LECTEC CORPORATION 1998 DIRECTORS' STOCK OPTION 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) 700,000 $2.00 $1,400,000.00 $390.00 - --------------------------------------------------------------------------------------------------------
(1) The number of shares being registered represents 500,000 of shares of Common Stock that may be issued pursuant to the LecTec Corporation 1998 Stock Option Plan and 200,000 shares of Common Stock that may be issued pursuant to the LecTec Corporation 1998 Directors' Stock Option 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 - ------ ----------- 4.1* LecTec Corporation 1998 Stock Option Plan 4.2* LecTec Corporation 1998 Directors' Stock Option 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 - -------------- ----------- 4.1* LecTec Corporation 1998 Stock Option Plan 4.2* LecTec Corporation 1998 Directors' Stock Option 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