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: September 26, 2008
(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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41-1301878 |
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(IRS Employer Identification No.) |
1407 South Kings Highway, Texarkana, Texas 75501
(Address of principal executive offices, including zip code)
(903) 832-0993
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
The information under Item 8.01 regarding the grant of a stock option to Mr. Judd Berlin, the
Chief Executive Officer and Chief Financial Officer of LecTec Corporation (“LecTec”), is
incorporated herein by reference.
Item 8.01. Other Events.
On September 26, 2008, the Compensation Committee of the Board of Directors of LecTec granted
stock options to each of the three members of the Board of Directors of LecTec, as well as to its
sole employee. The terms of the options granted to the four optionees were identical except that
the options granted to Mr. William Johnson, LecTec’s only employee, qualified as incentive stock
options under the Internal Revenue Code of 1986, as amended, while each of the Directors was
granted non-qualified stock options.
Mr. William Johnson, Mr. Andrew Rollwagen and Dr. Daniel Sigg each received an option to
purchase 16,000 shares of LecTec common stock at $4.00 per share and Mr. Judd Berlin received an
option to purchase 66,000 shares of LecTec common stock at $4.00 per share. All of the options are
fully vested and exercisable as of the date of grant and will expire on September 26, 2018. All of
the options were granted under plans previously approved by LecTec’s shareholders and the exercise
price for the options is equal to the fair market value of LecTec’s common stock on the date of
grant. All of the options provide that termination of service as a Director or employee of LecTec
for any reason other than for cause will not affect the terms of the option or cause the option to
terminate.
The foregoing description of the terms of the option grants does not purport to be complete
and is qualified in its entirety by reference to (i) LecTec Corporation 1998 Stock Option Plan,
which was previously filed as an exhibit to the Company’s Registration Statement on Form S-8 (file
number 333-72569), filed on February 18, 1999; (ii) LecTec Corporation 1998 Directors’ Stock Option
Plan, which was previously filed as an exhibit to the Company’s Registration Statement on Form S-8
(file number 333-72569), filed on February 18, 1999; and (iii) the form of Director Non-Qualified
Stock Option Agreement and the form of Employee Incentive Stock Option Agreement previously filed
as exhibits to the Company’s Current Report on Form 8-K filed on September 26, 2007.