-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KjCoRQqQPGPwaOjmB6HQd+UXy7VPu+wKsTIWIxU/HlpNHH0ZVnA4iaj1y5RGAZkG GF/ONstErZqM+5v5+VkVdA== /in/edgar/work/0000914190-00-000297/0000914190-00-000297.txt : 20001003 0000914190-00-000297.hdr.sgml : 20001003 ACCESSION NUMBER: 0000914190-00-000297 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000929 EFFECTIVENESS DATE: 20000929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANTECH LTD /MN/ CENTRAL INDEX KEY: 0000880354 STANDARD INDUSTRIAL CLASSIFICATION: [3841 ] IRS NUMBER: 411709417 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46914 FILM NUMBER: 731741 BUSINESS ADDRESS: STREET 1: 1419 ENERGY PARK DRIVE CITY: ST PAUL STATE: MN ZIP: 55108 MAIL ADDRESS: STREET 1: 1419 ENERGY PARK DRIVE CITY: ST PAUL STATE: MN ZIP: 55108 FORMER COMPANY: FORMER CONFORMED NAME: SPECTRUM DIAGNOSTICS SPA DATE OF NAME CHANGE: 19930328 S-8 1 0001.txt FORM S-8 FOR 1998 STOCK OPTION PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Quantech Ltd. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1709417 (State or Other Juris- (I.R.S. Employer diction of Incorporation Identification Number) or Organization) 815 Northwest Parkway, Suite 100 Eagan, Minnesota 55121 (Address of Principal Executive Office and Zip Code) Quantech Ltd. 1998 Stock Option Plan (Full Title of the Plan) Gregory G. Freitag Quantech Ltd. 815 Northwest Parkway, Suite 100 Eagan, Minnesota 55121 (651) 647-6370 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Melodie R. Rose Fredrikson & Byron, P.A. 1100 International Centre Minneapolis, Minnesota 55402 CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ====================== Proposed Proposed Maximum Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee ======================== ====================== ====================== ====================== ====================== Options to Purchase Common Stock under the 1998 Plan Indefinite $ 0.00 $ 0.00 $ 0.00 Common Stock issuable upon exercise of options granted under the 1998 Plan 2,000,000 shares $3.40625 $6,812,500 $1,798.50 TOTAL: $1,798.50 ======================== ====================== ====================== ====================== ======================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the bid and asked prices of the Registrant's Common Stock on September 25, 2000. The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1998 Stock Option Plan. The contents of the Registrant's Registration Statement on Form S-8, Reg. No. 333-70499, are incorporated herein by reference. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eagan and State of Minnesota, on the 29th day of September, 2000. QUANTECH LTD. (the "Registrant") By /s/ Robert Case Robert Case, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. (Power of Attorney) Each of the undersigned constitutes and appoints Robert Case and Gregory G. Freitag his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Quantech Ltd. relating to the Company's 1998 Stock Option Plan and any or all amendments or post-effective amendments to the Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ Robert Case Chief Executive Officer and September 29, 2000 Robert Case director (principal executive officer) /s/ Gregory G. Freitag Chief Operating Officer, Chief September 29, 2000 Gregory G. Freitag Chief Financial Officer and Secretary (principal financial and accounting officer) /s/ Robert W. Gaines, Jr., M.D. Director September 29, 2000 Robert W. Gaines, Jr., M.D. /s/ James F. Lyons Director September 29, 2000 James F. Lyons /s/ Richard W. Perkins Director September 29, 2000 Richard W. Perkins Director September , 2000 Edward E. Strickland SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUANTECH LTD. Form S-8 Registration Statement EXHIBIT INDEX Exhibit Number Exhibit Description 5 Opinion and Consent of counsel re securities under the Plan 23.1 Consent of counsel (See Exhibit 5) 23.2 Consent of independent accountants 24 Power of attorney (See Signature Page) EX-5 2 0002.txt OPINION AND CONSENT OF COUNSEL EXHIBIT 5 FREDRIKSON & BYRON, P.A. 900 Second Avenue South, Suite 1100 Minneapolis, Minnesota 55402 Telephone: (612) 347-7000 Facsimile: (612) 347-7077 September 29, 2000 Quantech Ltd. 815 Northwest Parkway, Suite 100 Eagan, Minnesota 55121 Re: Registration Statement on Form S-8 Ladies/Gentlemen: We are acting as corporate counsel to Quantech Ltd. (the "Company") in connection with the original registration by the Company on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") of options and 2,000,000 shares (the "Shares") of Common Stock issuable pursuant to the Company's 1998 Stock Option Plan (the "Plan"). In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: 1. The Company's Articles of Incorporation, as amended. 2. The Company's Bylaws, as amended. 3. Certain corporate resolutions adopted by the Board of Directors and shareholders of the Company pertaining to the adoption and approval of the Plan and the increase in the number of shares reserved for issuance thereunder. 4. The Plan. 5. The Registration Statement. Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that: 1. The Shares are validly authorized by the Company's Articles of Incorporation, as amended. 2. Upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, FREDRIKSON & BYRON, P.A. By /s/ Melodie R. Rose Melodie R. Rose EX-23.2 3 0003.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Form S-8 Registration Statement pertaining to the 1998 Stock Option Plan of our report on the consolidated financial statements of Quantech, Ltd., dated August 18, 2000 (except for the last paragraph of Note 6, as to which the date is September 20, 2000), which contains an emphasis paragraph relating to an uncertainty as to the Company's ability to continue as a going concern, which report appears in the Registrant's Annual Report on Form 10-KSB for the year ended June 30, 2000. /s/ McGLADREY & PULLEN, LLP Minneapolis, Minnesota September 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----