8-K: Current report filing
Published on May 2, 2001
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 (Date of earliest event reported): April 30, 2001
LECTEC CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 0-16159 41-1301878
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation) Identification No.)
10701 Red Circle Drive, Minnetonka, Minnesota 55343
(Address of principal executive offices)
Registrant's telephone number, including area code: (952) 933-2291
Item 2. Acquisition or Disposition of Assets.
On April 30, 2001, LecTec Corporation ("LecTec") closed the
transactions contemplated by an asset purchase agreement (the "Asset
Purchase Agreement") with The Ludlow Company LP ("Ludlow") and Sherwood
Services AG ("Sherwood"), both of which are wholly owned subsidiaries
of Tyco International Ltd. Pursuant to the Asset Purchase Agreement,
Ludlow and Sherwood purchased certain assets used by LecTec in its
diagnostic electrode and electrically conductive adhesive hydrogel
business. LecTec received $7,250,000 in cash at closing, subject to a
post closing adjustment for changes in the net asset value of the
purchased assets between the time of signing the Asset Purchase
Agreement and the closing of the asset sale. The purchase price was
determined through arms-length negotiations between LecTec and Ludlow.
The foregoing is a summary of certain terms and conditions and
is not intended to be a complete description of the transaction. The
press release filed as Exhibit 99 to this Form 8-K is hereby
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The portion of LecTec's Definitive Proxy Statement on Schedule
14A under the heading "Unaudited Pro Forma Financial Statements" filed
with the Securities and Exchange Commission on March 15, 2001 is hereby
incorporated herein by reference.
(c) Exhibits
Exhibit Description of Exhibit
------- ----------------------
4 Asset Purchase Agreement, dated November 17, 2000
(as amended), among Ludlow, Sherwood and LecTec
(incorporated by reference to LecTec's Definitive
Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on March 15,
2001)
99 Press release dated May 1, 2001
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 1, 2001
LECTEC CORPORATION
/s/Douglas J. Nesbit
----------------------------------------
Douglas J. Nesbit
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
4 Asset Purchase Agreement, dated November 17, 2000 (as
amended), among Ludlow, Sherwood and LecTec
(incorporated by reference to LecTec's Definitive Proxy
Statement on Schedule 14A filed with the Securities and
Exchange Commission on March 15, 2001)
99 Press release dated May 1, 2001