8-K: Current report filing
Published on December 30, 2004
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 (Date of earliest event reported): December 29, 2004
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, including zip code)
Registrant's telephone number, including area code: (952) 933-2291
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 2 -- FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 29, 2004, LecTec Corporation, a Minnesota corporation
("LecTec"), completed a disposition of assets to Novartis Consumer Health, Inc.,
a Delaware corporation ("Novartis"). The assets were sold pursuant to an
agreement executed on December 7, 2004 between LecTec and Novartis (the
"Agreement"). The assets sold consisted of hydrogel coating and therapeutic
converting machinery and equipment along with any documentation, spare parts,
and software related to the equipment. Novartis paid LecTec the contract price
of $733,100 during the month of December 2004. The contract price was based on
the appraised value of the assets and on Novartis taking delivery of the
equipment at LecTec's facility which occurred on December 6, 2004, when
Novartis's representatives and employees began dismantling the equipment for
shipment. The equipment was completely removed from LecTec's facility on
December 29, 2004. LecTec is not required to install the equipment at Novartis's
facility. Novartis was LecTec's only remaining contract manufacturing customer.
In July of 2004, LecTec executed a new supply and licensing agreement with
Novartis in conjunction with the wind down of LecTec's manufacturing operations
which ceased on December 17, 2004.
A copy of the Agreement is filed as an exhibit to this Form 8-K.
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
None required
(c) Exhibits
Exhibit Description of Exhibit
99.1 General Terms and Conditions for the Purchase of Capital
Equipment dated as of December 2, 2004 between Novartis
Consumer Health, Inc. and LecTec Corporation.
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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: December 30, 2004
LECTEC CORPORATION
/s/ Timothy P. Fitzgerald
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Timothy P. Fitzgerald
Chief Executive Officer and President
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