UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Larry Hopfenspirger
2025 Nicollet Avenue South
Minneapolis
MN 55404
(612) 872-6707
Copy to:
Dennis L. Knoer
Briggs and Morgan, P.A.
2200 IDS Center, 80 S. 8th St.
Minneapolis, MN 55402
612-977-8744
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box
o.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
Explanatory Statement
Larry Hopfenspirger, a Minnesota resident (the “Reporting Person”), hereby files this Schedule
13D with respect to beneficial ownership of shares of common stock, par value $0.01 per share (the
“Shares”), of Lectec Corporation, a Minnesota corporation (the “Issuer”).
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| Item 1. |
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Security and Issuer |
This statement relates to the common stock, par value $0.01 per share, of Issuer, which class
of securities is registered under Section 12(g) of the Securities and Exchange Act of 1934, as
amended. The Issuer’s principal address is 1407 South Kings Highway, Texarkana, TX, 75501.
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| Item 2. |
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Identity and Background |
(a), (b) and (c) This statement is filed on behalf of the Reporting Person, whose principal
business address is 2025 Nicollet Avenue South, Minneapolis MN 55404 and principal occupation is
investor.
(d) During the last five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
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| Item 3. |
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Source and Amount of Funds or Other Consideration |
All of the Shares with the exception of 113,978 shares (the “Warrant Shares”) were acquired
through many open-market purchases made with personal funds, each at market price at the time of
purchase, from August 2003 to February 2009. The Warrant Shares were acquired through cashless
exercise of a warrant for 200,000 shares which had been issued to 10701 Red Circle, LLC, a
Minnesota limited liability company wholly controlled by the Holder, on February 25, 2003 in
connection with a sale and leaseback transaction with the Issuer. The Holder acquired the Warrant
Shares through cashless exercise of such warrant on February 28, 2008. No funds were borrowed in
connection with the acquisition of the Shares.
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| Item 4. |
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Purpose of Transaction |
The Shares were acquired for investment purposes. The Reporting Person has no plans or
proposals which relate to, or would result in, any of the purposes set forth in Item 4(a) through
Item 4(j) of Schedule 13D. The Reporting Person may, at any time and from time to time, and
reserve the right to, acquire additional securities of the Issuer or formulate plans or proposals
regarding the Issuer or its securities, to the extent deemed advisable by the Reporting Person in
light of his investment policies, market conditions or other factors.
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| Item 5. |
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Interest in Securities of the Issuer |
(a)-(b)
As of March 31, 2009, the Reporting Person was the beneficial
owner of 439,325 shares
of the Issuer’s Common Stock, representing approximately 10.2% of the Issuer’s issued and
outstanding Common Stock. Of those shares, 23,555 are owned by the Reporting Person’s spouse,
7,257 are owned by one of his children, and 2,447 are owned by the other of his children.
Therefore, as to 33,259 of the shares, the Reporting Person may be deemed to have shared voting and
dispositive power.
(c) In the past sixty days, the Reporting Person purchased the following shares, each through
an open-market purchase:
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Shares (#) |
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Price per share ($) |
2/9/09 |
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4,000 |
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5.67 |
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2/9/09 |
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8,000 |
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5.4 |
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2/9/09 |
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8,000 |
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4.65 |
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(d) None.
(e) Not applicable.
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| Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
None.
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| Item 7. |
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Material to be Filed as Exhibits |
None.
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