0001209191-11-051460.txt : 20111011 0001209191-11-051460.hdr.sgml : 20111010 20111011171603 ACCESSION NUMBER: 0001209191-11-051460 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110930 FILED AS OF DATE: 20111011 DATE AS OF CHANGE: 20111011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gold Mark Stephen CENTRAL INDEX KEY: 0001531332 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16159 FILM NUMBER: 111136102 MAIL ADDRESS: STREET 1: 13859 PROGRESS BLVD SUITE 100 CITY: ALACHUA STATE: FL ZIP: 32615 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AxoGen, Inc. CENTRAL INDEX KEY: 0000805928 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411301878 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1407 S. KINGS HIGHWAY CITY: TEXARKANA STATE: TX ZIP: 75501 BUSINESS PHONE: (903) 280-8454 MAIL ADDRESS: STREET 1: 1407 S. KINGS HIGHWAY CITY: TEXARKANA STATE: TX ZIP: 75501 FORMER COMPANY: FORMER CONFORMED NAME: LECTEC CORP /MN/ DATE OF NAME CHANGE: 19920703 3 1 c23210_3x0.xml MAIN DOCUMENT DESCRIPTION X0204 3 2011-09-30 0 0000805928 AxoGen, Inc. LECT 0001531332 Gold Mark Stephen C/O AXOGEN, INC. 13859 PROGRESS BOULEVARD, SUITE 100 ALACHUA FL 32615 1 0 0 0 Common Stock 107690 I By Spouse Common Stock 125523 I See Footnote Common Stock 143013 I By Child Stock Option .25 2007-07-25 2017-07-25 Common Stock 3727 D Stock Option .25 2011-02-24 2021-02-24 Common Stock 5964 D Stock Option 1.00 2011-04-11 2021-04-11 Common Stock 4864 D Stock Option 1.00 2011-05-31 2021-05-31 Common Stock 4210 D Stock Option 1.00 2011-09-29 2021-09-29 Common Stock 869 D Pursuant to an Agreement and Plan of Merger, dated as of May 31, 2011, by and among LecTec Corporation ("LecTec"), Nerve Merger Sub Corp., a subsidiary of LecTec ("Merger Sub"), and AxoGen Corporation ("AC"), which the parties amended on June 30, 2011 and August 9, 2011 (as amended, the "Merger Agreement"), Merger Sub merged with and into AC, with AC continuing after the merger as the surviving corporation and a wholly owned subsidiary of LecTec (the "Merger"). The Merger was completed on September 30, 2011, and LecTec was renamed AxoGen, Inc. ("AxoGen"). In connection with the Merger, each share of AC common stock converted into 0.03727336 share of LecTec common stock at the effective time of the Merger. These shares are directly held by MJSK, Ltd., an investment trust held by Dr. Gold's family. In connection with the Merger, each option to purchase shares of AC common stock was converted to an option to purchase 0.03727336 of a share of AxoGen common stock. All of these options have vested. None of these options have vested. These options vest annually over three years from the date of grant. /s/ Mark Gold 2011-10-11