-----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, VGwYFzBTdpUZmR/eiTq15hjLlOv0cDK72MLUsyinNVOPhjQTzXcq/qFqiRbPxZ3c ojgazDITkHEQ7Fq4p4gF7A== 0000914190-97-000114.txt : 19970320 0000914190-97-000114.hdr.sgml : 19970320 ACCESSION NUMBER: 0000914190-97-000114 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970319 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANTECH LTD /MN/ CENTRAL INDEX KEY: 0000880354 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 411709417 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-06809 FILM NUMBER: 97559000 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 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on March 19, 1997 Registration No. 333-6809 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT ON FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 QUANTECH LTD. (Name of Small Business Issuer as specified in its Charter) Minnesota 3573 41-1709417 (State or other Jurisdiction of (Primary Standard Industrial I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) Quantech Ltd. 1419 Energy Park Drive St. Paul, Minnesota 55108 (612) 647-6370 (Address and Telephone Number, of Principal Executive Offices and Principal Place of Business) R.H. Joseph Shaw, CEO Quantech Ltd. 1419 Energy Park Drive St. Paul, Minnesota 55108 (612) 647-6370 (Name, Address and Telephone Number of Agent for Service) Copies to: Timothy M. Heaney, Esq. Fredrikson & Byron, P.A. 900 Second Avenue South, Suite 1100 Minneapolis, Minnesota 55402 (612) 347-7000 Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors. If any of the securities being registered on this form are to be offered on a delayed or continuous basis, pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X] If this Form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effectiveness until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PROSPECTUS QUANTECH LTD. 49,021,530 SHARES OF COMMON STOCK This Prospectus relates to the offer and sale of up to 49,021,530 shares of Common Stock (the "Shares"), par value $.01 per share, of Quantech Ltd., a Minnesota corporation (the "Company" or "Quantech"), by persons who are currently shareholders of the Company's Common Stock or who may become such holders upon exercise of Warrants to purchase shares of Company Common Stock (the "Selling Shareholders"). The Selling Shareholders may offer their Shares from time to time through or to brokers or dealers in the over-the-counter market at market prices prevailing at the time of sale or in one or more negotiated transactions at prices acceptable to the Selling Shareholders. The Company will not receive any proceeds from sale of Shares by the Selling Shareholders. See "Plan of Distribution." The Company will bear all expenses of the offering (estimated at $35,000), except that the Selling Shareholders will pay any applicable underwriter's commissions and expenses, brokerage fees or transfer taxes, as well as any fees and disbursements of counsel and experts for the Selling Shareholders. Quantech's Common Stock is traded on the local over-the-counter and Nasdaq Bulletin Board markets under the symbol of QQQQ. The closing sale price of the Common Stock on March 18, 1997, as reflected on such markets was $0.45 per share. ------------------------- The Common Stock offered by this Prospectus is speculative and involves a high degree of risk. See "Risk Factors" beginning on page 4." ------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE- SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is March 19, 1997. No person is authorized to give any information or to make any representations, other then those contained or incorporated by reference in this Prospectus, in connection with the offering contemplated hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates or in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained or incorporated by reference herein is correct as of any time subsequent to its date. AVAILABLE INFORMATION Prior to this Offering, the Company has been subject to the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. The Company has filed with the Washington, D.C. Office of the Commission a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the sale of the Shares. This Prospectus does not contain all of the information set forth in the Registration Statement, certain portions of which have been omitted as permitted by the rules and regulations of the Commission. For further information with respect to the Company and the Shares, reference is made to the Registration Statement, including the exhibits thereto. Statements contained in this Prospectus as to the contents of any contract or other document referred to are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement. The Registration Statement and the Company's Exchange Act reports, proxy statements and other information may be inspected by anyone without charge at the principal office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of all or any part of such material may be obtained upon payment of the prescribed fees from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Registration Statement and the Company Exchange Act filings may also be accessed through the Commission's Web site (http://www.sec.gov). DOCUMENTS INCORPORATED BY REFERENCE The following documents filed by the Company with the Commission are hereby incorporated by reference in this Prospectus: The Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996. The Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996. The Company's Quarterly Report on Form 10-QSB for the quarter ended December 31, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Shares shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. The Company will provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents incorporated herein by reference (not including the exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to Gregory G. Freitag, Chief Financial Officer, Quantech Ltd., 1419 Energy Park Drive, St. Paul, Minnesota 55108, telephone (612) 647-6370. COMPANY SUMMARY Quantech Ltd. ("Quantech" or the "Company") is a Minnesota company with its principal executive offices located at 1419 Energy Park Drive, St. Paul, Minnesota 55108, telephone (612) 647-6370. Quantech is seeking to commercialize its proprietary Surface Plasmon Resonance ("SPR") technology for use in the critical care medical diagnostic market. SPR, the core technology of Quantech's medical diagnostic system, enables the Company to integrate the existing diagnostic methodologies of immunoassays, DNA probes and chemical binding into a single, simple, economical system in order to provide rapid, quantitative, diagnostic results near the patient's bedside. The Quantech system configuration consists of a small, bench top instrument and a series of disposables each offering a particular test or series of tests. This system has the ability to analyze body fluids (e.g., whole blood, urine, saliva) without preparation or addition of reagents by lab technicians, providing hospital physicians faster test results than currently obtained from labs. Excluding home diagnostics, the overall world wide in-vitro diagnostic market is growing, estimated at $13.2 billion in 1994, and expected to grow to $17.5 billion by the year 2000, according to a report issued by Decision Resources, Inc., entitled "Point-of-Care Testing: Status and Prognosis" and dated April 1996. Central labs currently account for the majority of this market while Point of Care ("POC") products represents only a small portion. Introduction of additional POC products, such as Quantech's system, are expected to cause the POC market to gain a larger percentage of the overall in-vitro diagnostic market. The extent of such market shift will be affected by the ability of POC products to provide fast, cost effective and efficient products. The POC segment has become important for health care administrators and third party payers seeking to bring more rapid decision making to the patient's bedside, thereby decreasing the overall cost of care. Quantech's business strategy is to capitalize on the flexibility, sensitivity and relatively low cost of its diagnostic system to penetrate the diagnostic market. Quantech's intended entry into this market will be Critical Care Units of hospitals, the first unit being the Emergency Department ("ED") where the most pressing and unmet customer needs are found. The Critical Care Units represent a significant market as they require a number of rapid turn-around tests. Although there are some POC tests available for the Critical Care Units, the Company is not aware of any existing POC product that provides a single instrument that will perform most of the tests required in the ED. Additionally, minimal competition exists for POC products in the ED from multinational companies that are focused on the central lab market. There are approximately 30 commonly ordered tests in the ED, all of which are ordered STAT (very urgent). Some of the most important diagnostic tests in the ED are cardiac markers. These tests help to identify whether a patient experiencing chest pain has suffered a myocardial infarction (heart attack). The Company believes there is currently no available technology that has the capability of economically performing STAT, whole blood testing with quantitative results. Quantech's first tests are expected to quantify these markers in approximately five minutes through its objective, computer-controlled system. Similar results are presently available from the central lab in 45 to 90 minutes. Quantech believes the benefits of its system over other POC products are that the same instrument will be able to be used for a full range of tests and provide quantitative results. After the initial introduction of tests for myocardial infarction, the Company intends to introduce additional tests at the rate of one per quarter. Selection of these tests will be based upon market demand, ease of development, regulatory hurdles and profit margins. The Company intends future expansion into other critical care diagnostic markets which have needs similar to the ED. Management anticipates that the Company will be able to submit its system to the FDA for approval by the summer of 1997 and introduce its product into the United States after receiving such FDA approval. This timetable will be influenced by the Company's ability to complete prototype development of its system and necessary testing for submission of its FDA filing and delays it may encounter with the FDA in it review of the system. Once its system is introduced, Quantech believes the capabilities of such system as a broad, flexible diagnostic testing platform meets the needs of the critical care diagnostic market and will enable Quantech to be competitive in the global medical diagnostics market. RISK FACTORS An investment in the securities offered hereby is speculative and involves a high degree of risk In addition to the other information in this Prospectus, the following factors should be considered carefully by potential purchasers in evaluating an investment in the Common Stock of the Company. No History of Operations; Development Stage Company; Going Concern Uncertainty The Company (through predecessor entities) was organized in December 1989 and acquired its technology in November 1991. Since November 1991, the Company has been conducting development of SPR technology and the associated patents and proprietary information encompassed in the License, as defined below. To date, the Company does not have a product ready to be brought to market and has experienced delays in completing development, but is continuing research and development on its prototype and associated test disposables. Accordingly, the Company has no operating history and its proposed operations are subject to all of the risks inherent in a new business enterprise, including commercial development of its products, lack of marketing experience and lack of production history. The likelihood of the success of the Company must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the start-up of new businesses, and specifically those historically encountered by the Company, and the competitive environment in which the Company will operate. The Company has not had significant revenues to date. As of September 30, 1996, the Company had an accumulated deficit of $11,189,637. The report of the independent auditors on the Company's financial statements for the period ended June 30, 1996, includes an explanatory paragraph relating to the uncertainty of the Company's ability to continue as a going concern. The Company is a development stage company which has suffered losses from operations, requires additional financing, and ultimately needs to successfully attain profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. There can be no assurance that the Company will be able to develop a commercially viable product or marketing system or attain profitable operations. Future Capital Needs The Company does not have sufficient funds to commence commercial production and sales of its system. The Company's ability to begin commercial production and sales of its system will depend upon the continued availability of investment capital, funding made by strategic partner(s) or licensing revenues, until revenues from sale of the instruments and associated test disposables are sufficient to maintain operations. Additional funds will have to be raised through equity or debt financing. There can be no assurance that any additional financing can be obtained on favorable terms, if at all. Such additional financing may result in dilution to Company shareholders and/or debt to the Company. If funding is not available when needed, the Company may be forced to cease operations and abandon its business. In such event, Company shareholders could lose their entire investment. New Product Development The Company's reading instrumentation and associated disposables are under development. Such development is being conducted by the Company using both internal resources and outside contractors. To date, the Company and certain of its outside contractors have had difficulty meeting their development timetables and budget. No assurance can be given that the Company's development timetable can be met, that the budget for development will be maintained, or that development efforts will be successful. Uncertainty of Market Acceptance The commercial success of the Company's products will depend upon their acceptance by the medical community and third-party payors as useful and cost-effective. Market acceptance will depend upon several factors, including the establishment of the utility and cost-effectiveness of the Company's tests, the receipt of regulatory clearances in the United States and elsewhere and the availability of third-party reimbursement. The availability of POC test systems for a wide variety of tests has been limited to date. The Company is thus targeting an emerging market. Diagnostic tests similar to those developed by the Company are generally performed by a central laboratory at a hospital or clinic. The approval of the purchase of diagnostic equipment by a hospital is generally controlled by its central laboratory. The Company expects there will be resistance by central laboratories to yield control of tests they have previously performed. The Company will also have to demonstrate to physicians that its diagnostic products perform as intended, meaning that the level of accuracy and precision attained by the Company's products must be comparable to test results achieved by the central laboratory systems. Failure of the Company's products to achieve market acceptance or third-party payor approval would have a material adverse effect on the Company. Lack of Marketing Experience The Company has had no experience in marketing its system. The Company believes that the ED market is focused enough that a small sales and marketing force can produce significant results, however, there is no guaranty that the Company's sales and marketing plans will succeed. Lack of FDA Product Approval The Company's products will be regulated as medical devices by the Food and Drug Administration ("FDA") under the Federal Food, Drug, and Cosmetic Act ("FDC Act"), and as such require premarket regulatory clearance before commericialization in the United States. The Company believes that premarket clearance can be obtained for its systems, except for a few tests the Company may introduce at a later time, through submission of a 510(K) premarket notification ("510(K) Notification") demonstrating the product's substantial equivalence to another device legally marketed pursuant to 510(K) Notification clearance. The Company will have to perform in-house clinical trials designed to produce the data necessary to demonstrate the substantial equivalence of its instrument and tests. Although 510(K) submissions are supposed to be completed by the FDA within 90 days of submission, there can be no assurance the FDA will approve the Company's initial system pursuant to a 510(K) Notification, or do so in a timely manner, and therefore there can be no assurance of when the Company will be able to introduce its initial system in the United States. If the Company cannot establish to the satisfaction of the FDA that its products are substantially equivalent, the Company will have to seek premarket approval ("PMA") of its system, requiring submission of a PMA application supported by extensive data to prove safety and efficacy. If a PMA is required, introduction of the initial system would likely be significantly delayed, which could have a material adverse effect on the Company. By regulation, FDA review of PMA applications is required within 180 days of its acceptance for filing; however, reviews more often occur over a significantly protracted period, usually 12 to 18 months, and a number of products have never been cleared. Limited Manufacturing and Production Experience To be successful the Company must manufacture its products in compliance with regulatory requirements, in sufficient quantities and on a timely basis, while maintaining product quality and acceptable manufacturing costs. The Company will have to establish a manufacturing facility, or contract with a third party for manufacturing, which is registered with the FDA. Production of the Company's disposables requires the placement of antibodies or other binding reagents on metalized grating surfaces. The chemical and physical conditions for coating are substantially equivalent to those used to produce other solid state binding assays. Although the Company believes that its production methods will be effective for manufacturing its disposables, there can be no assurance that the methods will be applicable to all the tests it expects to develop or that the Company will be able to manufacture accurate and reliable products in large commercial quantities on a timely basis and at an acceptable cost. Inability to manufacture a full range of diagnostic tests would limit the Company's access to its intended market. Competition The diagnostic testing market is highly competitive. As POC markets expand, the Company expects that manufacturers of central and STAT laboratory testing equipment will compete to maintain their revenue and market share and that new POC products will be developed. All of the industry leaders and many of the other companies participating in this market have substantially greater resources than the resources available to the Company, including, but not limited to, financial resources and skilled personnel. Technological Obsolescence The Company operates in a market characterized by rapid and significant technological change. While the Company is not aware of any developments in the medical industry which would render the Company's current or planned products less competitive or obsolete, there can be no assurance that future technological changes or the development of new or competitive products by others will not do so. To remain competitive, the Company must continually make substantial expenditures for development of both equipment and disposables. Obtaining Antibodies and Chemistries Many of the chemistries that will be necessary for the Company's diagnostic system must be obtained through commercial suppliers or agreements for the licensing of such chemistries. Although the Company believes it can obtain the necessary chemistries, there can be no assurance that the Company will be able to make satisfactory arrangements to provide its customers with as wide a variety of products as they might desire. The lack of a sufficient number of chemistries would greatly limit the Company's ability to market its diagnostic system. Patent Protection No assurance can be given that other companies will not develop technologies substantially equivalent to those owned or to be acquired or developed by the Company or that the Company will be able to protect its proprietary technology. The Company is not aware of any issued patents that would prohibit the use of any technology the Company currently has under development. However, patents may exist or issue in the future to other companies covering elements of the Company's systems. The existence or issuance of such patents may require the Company to make significant changes in the design of its systems or operational plans. Although the Company believes that its proposed products will not infringe patent rights of others, there can be no assurance that such infringement does not, or will not, exist with respect to the completed product. The Company has not conducted an independent patent search or evaluation with respect to the SPR technology. Ares-Serono, the licensor to the Company of its basic SPR technology, has made no warranties as to the enforceability of any of its patents or the commercial potential of the technology. Although Ares-Serono has the obligation to defend the patents they have licensed to the Company, Quantech will be responsible for the defense of any patents issued to it. Cost of defending patents can be substantial. Dependence on the Ares-Serono License. The Company is dependent upon the worldwide exclusive license (the "License") it acquired from Ares-Serono to certain patents, proprietary information and associated hardware (e.g. molds, test rigs, prototypes) related to the SPR technology. The Ares-Serono affiliated companies (the "Ares-Serono Group"), based in Switzerland, comprise a multinational organization engaged in the development and marketing of ethical pharmaceuticals and diagnostic products, primarily in the field of human fertility, human growth, immunology and virology. The License calls for an ongoing royalty of 6 percent on all products utilizing the SPR technology which are sold by the Company. If the Company sublicenses the technology, the Company will pay a royalty of 15 percent of all revenues received by the Company under any sublicense. To date, the Company has paid $850,000. If the payments of the 6 percent royalty and the sublicense royalty fail to reach at least $1,000,000 by December 31, 1997, an additional payment of $150,000 by December 31, 1997 will be required. If such payment is not made, Ares-Serono has the right to cause a reversion to Ares-Serono of a royalty-free license, thereby depriving the Company of its exclusive rights under the License. The obligations of Quantech to pay royalties terminate when the total royalty payments (excluding any sublicense royalties paid through July 1, 1996) reach a groww amount of $18 million. After such date, Quantech's rights in the licensed SPR technology continue in perpetuity with no further obligations to Ares-Serono. Ares-Serono specifically reserved, and did not license to Quantech, any rights with or otherwise integrated with certain fluoresecence capillary fill device technology (the "FCFD Technology"). The Company believes that such limitation does not materailly impact the value of the License given Quantech's current plan of commercialization. In addition, the License is subject to the contingent right of PA Technology, a U.K. corporation, to request a grant of a non-exclusive royalty-free license to exploit certain rights in the SPR technology for applications outside the field of the commercial interests of the Company. Finally, Ares-Serono has retained the right to further develop the SPR technology, provided, however, that any products commercialized from such development may only be sold through Ares-Serono under its name. Quantech is unaware of any attempts by Ares-Serono to further develop the SPR technology. Government Regulation If the Company becomes a provider of health care diagnostic devices as intended, the Company will be subject to laws and regulations administered by federal, State and foreign governments. The degree of regulation and areas of concern differ in each country or region. The Company will be required to comply with regulations regarding product approval and performance and, in addition, regulations concerning electronic devices. The industry in which the Company expects to operate is subject to frequent regulatory changes and there can be no assurance that the Company will be able to comply with applicable regulations. In the event of noncompliance, the Company may be unable to market any products. Possibility of Exposure to Product Liability Claims The Company could be exposed to risk of product liability claims or other lawsuits in the event of incorrect diagnosis utilizing the SPR equipment and disposables developed by the Company. Although the Company will evaluate obtaining liability insurance when the products come to market, there can be no assurance that the Company will be able to obtain or maintain such insurance or that the Company will not be subject to claims in excess of its insurance coverage. Absence of Dividends The Company has not declared or paid any cash dividends on its Common Stock since its inception and the Board of Directors presently intends to retain all earnings for use by the Company for the foreseeable future. Any future determination as to declaration and payment of dividends will be made at the discretion of the Board of Directors and will depend upon a number of factors, including, among others, earnings of the Company, the operating and financial condition of the Company, the Company's capital requirements, and general business conditions. Shares Eligible for Future Sale Including the Shares available pursuant to this Prospectus, all of the Company's outstanding stock may be sold in the public market. In addition, 11,940,103 of a total of 15,948,603 shares that may be obtained upon exercise of outstanding options and warrants are also included for resale pursuant to this Prospectus. The sale of a substantial number of the shares available for sale or shares underlying options and warrants could adversely effect the market price and liquidity of the Company's securities. Limited Market for Securities There is a limited trading market for the Company's Common Stock, which is not listed on any stock exchange or Nasdaq. Although trading in the Company's Common Stock does occur on a consistent basis, the volume of shares traded has been sporadic. There can be no assurance that an established trading market will develop, the current market will be maintained or a liquid market for the Company's Common Stock will be available in the future. PRINCIPAL AND SELLING SHAREHOLDERS Set forth below are the names of: (a) persons who are known to own more than 5% of the Company's Common Stock; (b) each executive officer named in the Summary Compensation table; (c) each director of the Company; (d) all directors and executive officers as a group; and (e) Selling Shareholders. The following table sets forth as of the date of the Prospectus beneficially owned shares which include any shares that may be acquired within 60 days of the date of this Prospectus upon exercise of options or warrants, the number of Shares offered hereby and the percentage of the outstanding Common Stock to be owned if all of the Shares registered hereunder are sold by the Selling Shareholders.
% Of Number of Shares No. Shares Beneficially Owned Shares Owned Warrant Offered After Name Shares Shares Hereby Offering Ted & Mary Adams 25,000 25,000 * Theodore P. Adams 40,000 10,000 50,000 * American Heritage Fund 250,000 250,000 * Gerald L. Anderson 25,000 25,000 * Roy Anderson Jr. 200,000 50,000 250,000 * Roy Anderson III 200,000 50,000 250,000 * Gregory & Ann Anklam 40,000 10,000 50,000 * Menesa Anstalt(1) 50,000 50,000 * Meleah T. & David M. Arnold 400,000 100,000 500,000 * J. Marc Ashton 40,000 10,000 50,000 * Atwell & Co. 928,000 928,000 * Larry Auriana 598,000 598,000 * Bernard C. Baier 50,000 50,000 * John G. Ballenger 200,000 50,000 250,000 * Bank Heusser & Co. LTD(2) 400,000 100,000 500,000 * W. William & Colette M. Bednarczyk 125,000 125,000 * Richard T. Bennett 50,000 50,000 * Denis Berger 250,000 250,000 * Les Biller 454,704 454,704 * Nicolas C. Bluhm 360,000 115,000 475,000 * Jeffrey A. & Brenda L. Bowen 50,000 50,000 * Donald A. Brattain 450,000 50,000 500,000 * Courtney W. Brown 210,664 10,000 220,664 * Paul R. Braun 33,335 33,335 * Richard M. Brown 25,000 25,000 * Ralph D. Burgess Jr. 50,000 50,000 * Timothy H. Burton 50,000 50,000 * Anthony Carideo 40,000 10,000 50,000 * Fred & Wendy Caslavka 10,000 10,000 * Joseph B. Catarious 200,000 50,000 250,000 * James A. Chapman 30,000 30,000 * Walter L. Chapman 54,264 54,264 * Lee S. Chapman 538,000 25,000 235,000 0.7% Martin Chelstrom 10,000 10,000 * Christianson Investment Co. LP(3) 500,000 100,000 600,000 *
% Of Number of Shares No. Shares Beneficially Owned Shares Owned Warrant Offered After Name Shares Shares Hereby Offering Ann M. Christianson 19,750 4,937 24,687 * Lynn A. Christianson 19,750 4,937 24,687 * Warren G. Christianson 800,036 120,378 920,414 * Warren T. A. Christianson 19,750 4,937 24,687 * Dual B. & Adelle Cooper 10,000 10,000 * Dave Cowley Pension Trust 50,000 50,000 * Thomas A. Cullinan 25,000 25,000 * Francisco E. dela Rosa Jr. 17,000 17,000 * Robert W. & Rita M. deWerd 48,000 12,000 60,000 * Glenn Diamond 1,115,037 600,000 1,715,037 * Robert Diamond 227,200 227,200 * Michael H. Diemer 50,000 50,000 * John P. & Emily W. Dirksen 80,000 20,000 100,000 * Arthur T. Donaldson 25,000 25,000 * DRAFTCO 200,000 50,000 250,000 * Neil Durhman 200,000 200,000 * Paul Ehlen 36,670 5,000 41,670 * Stanley G. & Carol R. Eilers 958,000 190,000 790,000 * Engelkes-Abels Funeral Home Inc.(4) 80,000 20,000 100,000 * W. Bruce Erickson 167,464 167,464 * Equity Securities Trading Co., Inc.(5) - 2,000 2,000 * James E. Ernst 17,500 17,500 * Weems Estelle(6) 560,000 450,000 1,010,000 * Robert J. Evans 40,000 10,000 50,000 * Harvey Feldman 25,000 25,000 * Lee Felicetta 40,000 10,000 50,000 * Mary Jane Fleming 84,268 84,268 * John E. Feltl - 4,000 4,000 * Founding Partners Limited Partnership II(7) 200,000 200,000 * Carol M. Freeman 19,750 4,937 24,687 * Gregory G. Freitag 505,500(8) 100,000 100,000 1.1% Robert D. Furst Jr. 289,800 289,800 * James M. Gahlon 80,000 80,000 * James Gahlon 92,008 92,008 * Robert W. Jr. & Patricia T. Gaines 100,000 100,000 * Robert D. Gearou 50,000 50,000 * Robert L. Gearou 250,000 62,500 312,500 * Thomas W. Gearou 250,000 50,000 300,000 * Marvin A. Ginsburg 40,000 10,000 50,000 * Michael J. Glass 16,670 16,670 * Ronald L. Glassman 50,000 50,000 * Glymar Inc. 40,000 10,000 50,000 * David S. Goldsteen 3,025,056 3,025,056 * Mark Goldsteen 400,000 100,000 500,000 * Franklin N. Groves IRA 25,000 25,000 * Gummow Investments(9) 50,000 50,000 * Troy Gummow 50,000 50,000 *
% Of Number of Shares No. Shares Beneficially Owned Shares Owned Warrant Offered After Name Shares Shares Hereby Offering Warren Guy & Lonnie K. Gummow 50,000 50,000 * H. Eugene Hall 52,232 40,000 * James W. Hansen 50,000 50,000 * Thomas Harkness 100,000 50,000 150,000 * Craig Hartsburg 25,000 25,000 * Bill R. Hay 80,000 15,000 95,000 * Timothy Heaney 20,000 5,000 25,000 * Timothy Heaney IRA 8,335 8,335 * Heartland Limited Partnership I(10) 750,000 750,000 * Thomas Craig Hense 50,000 50,000 * Julie A. Higgins 19,750 4,937 24,687 * George Holbrook 454,672 454,672 * Bruce Hubbard 32,000 8,000 40,000 * Richard G. & Diane L. Hubers 20,000 20,000 * H. K. Financial Corp 1,420,664 100,000 924,000 1.3% Hynan Real Estate Partnership 25,000 25,000 * Industricorp & Co. Inc.(11) 127,600 44,400 172,000 * Intermed Anstalt(1) 275,000 50,000 325,000 * Charles A. Jacob 20,000 20,000 * Stanley J. Johnson 250,000 75,000 325,000 * Theodore Johnson 100,000 25,000 125,000 * Wesley E. Johnson Jr. 65,000 10,000 75,000 * James C. Jordan 25,000 25,000 * E. Elmer &E. Joyce Jutila 40,000 10,000 50,000 * Jon E. Jutila 40,000 10,000 50,000 * Nasser J. Kazeminy 85,000 85,000 * Bernard M. S. Kegan 40,000 10,000 50,000 * Michael S. Kelly - 4,000 4,000 * Kessler Ashler Group Limited Partnership 800,000 200,000 1,000,000 * Kurt King DDS, IRA 100,000 25,000 125,000 * Steven G. King 100,000 25,000 125,000 * John G. Kinnard & Company Inc.(12) - 3,078,500 3,078,500 * Brandon Koress 116,670 25,000 141,670 * Mitchell Krieger 175,000 37,500 212,500 * David J. & Kathryn J. Kruskopf 40,000 10,000 50,000 * Martin Lackner 116,670 25,000 141,670 * Lakewood Ortho Clinic-Mark Mills 40,000 10,000 50,000 * Dennis J. LaValle 1,000,360 175,000 886,345 .6% Bruce A. Lawin 40,000 10,000 50,000 * Thomas F. Leahy 100,000 100,000 * Frank Lee 92,800 92,800 * Cheri E. Lefebvre 10,000 10,000 * Donald S. & Mary A.Leonard 84,264 84,264 * Peter Lerner 460,000 460,000 * Lopresti Gabbay & Associates Inc. 400,000 400,000 * C. S. Lozinski 60,000 15,000 75,000 * Roger Lucas 100,000 25,000 125,000 *
% Of Number of Shares No. Shares Beneficially Owned Shares Owned Warrant Offered After Name Shares Shares Hereby Offering Wayne K. Lund 792,000 150,000 590,000 * James F. Lyons 750,000(2) 50,000 300,000 1.1% James F. Lyons & Eleanor Lyons 50,000 50,000 * Plato Mavroulis 100,000 25,000 125,000 * Lyle H. Maschoff 25,000 25,000 * Kenneth Maus 50,000 50,000 * Victor Mavar 100,000 25,000 125,000 * Adolfo M. Maglaya 22,120 16,000 * Trustees of Adolfo Maglaya Profit Sharing Trust 33,762 24,000 * David Metz 50,000 12,500 62,500 * Robert T. Montague 100,808 100,808 * Joseph Mooibroek 60,000 15,000 75,000 * Sheliah Mulvaney 16,665 16,665 * James S. Murphy 80,000 20,000 100,000 * Michael Nagel(13) 22,898 22,898 * Andrea McCallister O'Connell 127,664 12,500 140,164 * Robert R. McKiel 881,330(14) 830,841 * H. Vincent O'Connell 345,864 32,500 378,364 * Steve O'Hara 40,000 10,000 50,000 * Okabena Partnership K(15) 2,765,328 2,765,328 * Jay Osman 5,000 5,000 * John & Delores Owensby 340,000 90,000 430,000 * Deming L. Payne 260,000 90,000 350,000 * Richard W. Perkins 800,000(8) 50,000 350,000 1.1% Jeff Peterson 41,864 41,864 * Patrick Peyton 16,744 16,744 * Thomas J. Pierce 40,000 10,000 50,000 * William W. Prain 100,000 25,000 125,000 * Charlie H. Pulley 342,000 75,000 417,000 * Arthur Querfeld 40,000 40,000 * Mary J. Rasley 19,750 4,937 24,687 * Willard Charles Rehbein 400,000 150,000 550,000 * Victor P. Reim 50,000 50,000 * Ben Reuben 25,000 25,000 * River Edge Partners, Inc.(16) 300,000 100,000 400,000 * Kenneth S. Roberts 50,000 50,000 * Richard Rog 25,000 25,000 * Douglas Schmid 25,000 25,000 * Robert A. & Lois R. Schmiege 100,000 37,500 137,500 * Schneider Securities Inc. 17,500 17,500 * Thomas J. Schrade 100,000 100,000 * James R. Schroeder 25,000 25,000 * John P. & Gloria E. Schweich 50,000 12,500 62,500 * Sekhavat Ltd. Partnership(17) 560,000 190,000 750,000 * Byron G. Shaffer 335,000 335,000 * R.H. Joseph Shaw 1,335,855(18) 1,246,262 * Gerald J. Shink 50,000 50,000 *
% Of Number of Shares No. Shares Beneficially Owned Shares Owned Warrant Offered After Name Shares Shares Hereby Offering Patrick M. Sidders 72,136 6,000 78,136 * Ronald & Catherine M. Silver 50,000 50,000 * Terryl Sinko 50,000 50,000 * Soldier Creek Family Limited Partnership 2,200,000 2,200,000 * Jeannette A. & John E. Slaughter 25,000 25,000 * Allan P. Steffes 100,000 25,000 125,000 * Thomas E. Steinhaus 50,000 50,000 * Michael Stone - 1,000 1,000 * Ross Strehlow 20,000 20,000 * Edward E. Strickland 700,000(19) 50,000 250,000 1.1% Strickland Family Limited Partnership 100,000(19) 100,000 * Douglas V. & Kathleen L. Swanson 25,000 25,000 * William R. & Catherine A. Swanson 40,000 10,000 50,000 * Curtis R. Swenson 25,000 25,000 * James W. Swenson 200,400 50,100 250,500 * James E. Tarr 25,000 25,000 * David M. & Susan M. Thymian 508,000 50,500 202,500 * Elizabeth J. Tonne 50,000 50,000 * John M. Tonne 50,000 50,000 * Larry & Gayla Torguson 40,000 10,000 50,000 * Marlin F. Torguson 1,000,000 275,000 1,275,000 * Ben Trainer 255,000 75,000 330,000 * Charles E. Underbrink 325,000 125,000 450,000 * Greg & Patricia Vogelpohl 35,000 35,000 * Randall S.& Nancy Brostrom Vollertdon 17,500 17,500 * Chris Warren 100,000 100,000 * Larry Weaver(20) 5,861 250,000 250,000 * George Vitalis(21) 61,000 250,000 250,000 * Paul Walker 25,000 25,000 * Willard Weikle 45,000 45,000 * Kevin E. & Delana S. Were 17,000 17,000 * Donald Westrup 272,328 250,000 * Dr. Henry & Dr. Carolyn Wiggins 248,302 220,000 * Frank W. Worms 85,000 85,000 * Jeff M Zalasky 310,024 310,024 * Alvin Zelickson 50,000 12,500 62,500 * Richard J. Zentgraf 50,000 50,000 * All directors and executive officers as a Group (6 persons) 5,022,685(22)250,000 3,127,103 3.7%
* Less than 0.5%. (1) The director of Mensa Anstalt and Intermed Anstalt is Georg Vogt. (2) The president of Bank Heusser & Co. is Max Cotting. (3) The principal of Christianson Investment Co. LP, a family investment partnership if Ted Christianson. (4) The president and owner of Engelkes-Ables Funeral Home Inc. is Tom Vertin. (5) Equity Securities Trading Co., Inc. is an investment banking firm and NASD member owned by Laurence Zipkin and Nathan Newman. (6) Mr. Estelle was the Company's former Chairman of the Board. (7) The principles of Founding Partners II, an investment partnership, are David Henderson and Donald Brattain. (8) Includes 500,000 shares issuable upon exercise of options. Mr. Freitag is the Company's CFO and Executive V.P. of Corporate Development and Messrs. Lyon and Perkins are Company Directors. (9) The principles of Gummow Investments are Warren Guy Gummow and Lonnie K. Gummow. (10) Heartland Limited Partnership is an investment partnership. (11) Industricorp & Co. Inc. is a nominee holder for Union Bank & Trust. (12) John G. Kinnard and Company, Incorporated is the Company's Investment Banker and a subsidiary of a publicly-traded company, Kinnard Investments, Inc. (13) Mr. Nagel is the Company's Director of Sales and Marketing. (14) Includes 830,841 shares issuable upon exercise of warrants. Mr. McKiel is the Company's Executive V.P. of Research and Development. (15) Okabena Partnership K is a family investment partnership managed by Okabena Investment Services, Inc. (16) The president of River Edge Partners Inc. is Joseph Ciffilillo. (17) The general partner of Sekhavat Ltd. Partnership is Abbass Sekhavat. (18) Includes 1,246,262 shares issuable upon exercise of warrants and 37,925 shares held by Mr. Shaw's wife. Also includes 11,168 shares held by Spectrum Diagnostics, Inc. ("SDI"), of which company Mr. Shaw is an officer and director, but not a shareholder, and by such position has voting and dispositive power over such shares. Mr. Shaw is a director and CEO of the Company. (19) Includes 500,000 shares issuable upon exercise of options, but excludes 100,000 shares held by the Strickland Family Limited Partnership. Mr. Strickland is a director of the Company. (20) Dr. Weaver was a former director of the Company. (21) Mr. Vitalis was a former director and CEO of the Company. (22) Includes 4,077,103 shares issuable upon exercise of options and warrants and 11,168 shares held SDI. Excludes 100,000 shares held by the Strickland Family Limited Partnership. The address of each executive officer and director of the Company is 1419 Energy Park Drive, St. Paul, Minnesota, 55108. DESCRIPTION OF SECURITIES The following description of the Company's capital stock is qualified in its entirety by reference to the Company's Articles of Incorporation, as amended, its Bylaws, and the Minnesota Business Corporation Act (the "MBCA"). General The aggregate number of shares the Company has the authority to issue is 120 million, par value $.01 per share, consisting of 90,000,000 common shares and 30,000,000 undesignated shares. The Board of Directors of the Company is authorized to establish from the undesignated shares, by resolution adopted and filed in the manner provided by law, one or more classes or series of shares, to designate each such class or series (which may include but is not limited to designation as additional common shares), and to fix the relative rights and preferences of each such class or series. None of the holders of any class or series of the Company's capital stock have preemptive rights or a right to cumulative voting. Common Stock As of the date of this Memorandum, there were 47,535,759 shares of the Company's Common Stock issued and outstanding. The Board of Directors may issue additional shares of Common Stock without the consent of the holders of Common Stock. Each outstanding share of Common Stock is entitled to one vote except as may be otherwise required under the terms of the MBCA. All outstanding shares of Common Stock are fully paid and non-assessable. Holders of Common Stock are entitled to receive such dividends as may be declared by the directors out of funds legally available therefor, and to share pro rata in any distributions to holders of Common Stock upon liquidation or otherwise. However, the Company has not paid cash dividends on its Common Stock, and does not expect to pay such dividends in the foreseeable future. Under the provisions of the MBCA, which governs the actions of the Company, an amendment to the Articles of Incorporation of the Company generally may be adopted by the affirmative vote of the holders of a majority of the voting power of the shares present and entitled to vote at a shareholders' meeting at which an amendment is proposed. Under the statute, a majority of the voting power of the shares entitled to vote at a meeting is generally a quorum for the transaction of business. Accordingly, it is possible that the affirmative vote of shares in excess of 25 percent of the outstanding shares could authorize an amendment to the Company's Articles of Incorporation. Under the Statute, the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote is necessary to approve a plan of merger, a plan of exchange, a sale of all or substantially all of the assets of the Company, or its dissolution. Options and Warrants The Company has granted options and warrants to purchase up to 15,948,603 shares of Common Stock to officers, directors, scientific advisors, consultants, investors, and financial advisors at exercise prices ranging from $.125 to $.90 per share. Transfer Agent StockTrans Inc., Seven East Lancaster Avenue, Ardmore, PA is the transfer agent for the Common Stock. PLAN OF DISTRIBUTION All or a portion of the Shares offered by the Selling Shareholders hereby may be sold from time to time by the Selling shareholders or by pledgees, donees, transferees or other successors in interest. Such sales may be made in the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Shares may be sold by one or more of the following means: (a) ordinary brokerage or market making transactions and transactions in which the broker or dealer solicits purchasers; (b) block trades in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; and (c) purchases by a broker or dealer as principal and resales by such broker or dealer for its account pursuant to this Prospectus. In effecting sales, brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from the Selling Shareholders in amounts to be negotiated immediately prior to the sales. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Act may be sold under Rule 144 rather than pursuant to this Prospectus. TABLE OF CONTENTS Available Information........................................................2 Documents Incorporated By Reference..........................................2 Company Summary..............................................................3 Risk Factors.................................................................4 Principal and Selling Shareholders...........................................8 Description of Securities...................................................13 Plan of Distribution........................................................14 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The estimated expenses in connection with this offering are as follows: Securities and Exchange Commission Filing Fee...................... $14,259 Legal Fees and Expenses............................................ $ 7,500 Accounting Fees and Expenses....................................... $ 7,500 Printing........................................................... $ 5,000 Miscellaneous...................................................... $ 741 ------- Total Expenses................................................. $35,000 Item 15. Indemnification of Directors and Officers. Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person who was or is threatened to be made a party to any proceeding by reason of the former or present official capacity of such person , against judgments, penalties and fines, including, without limitation , excise taxes assessed against such person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding such person has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions, acted in good faith, received no improper personal benefit and Section 302A.255 (which pertains to director conflicts of interest), if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by a person in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. The Minnesota Business Corporation Act also permits Minnesota corporations in their Articles of Incorporation to limit or eliminate personal liability of directors to the corporation or its shareholders for monetary damages for breach of fiduciary duty; however, for bids any limitation or elimination of director liability for (i) a breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) corporate distributions which are either illegal or in contravention of restrictions in the Articles, Bylaws or any agreement to which the corporation is a party, (iv) violations of Minnesota securities laws, (v) any transaction from which the director derived an improper personal benefit, or (vi) any act or omission occurring prior to the effective date of the provision in the corporation's Articles eliminating or limiting liability. Article 8 of the Registrant's Articles of Incorporation reads as follows: "To the fullest extend permitted by Chapter 302A, Minnesota Statutes, as the same exists or may hereafter be amended, a director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director." The Registrant's Bylaws provide for the indemnification of its directors, officers, employees and agents in accordance with, and to the fullest extent permitted by, Section 302A.521 of the Minnesota Business Corporation Act, as amended form time to time. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in such Act and is therefore unenforceable. Item 16. Exhibits. See Exhibit Index on page following signatures. Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (I) Include any prospectus required by section 10(a)(3) of the Securities Act; (II) Reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; and (III) Include any additional material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports file by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That for determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (c) The undersigned Registrant further undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (d) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES In accordance with 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on March 18, 1997. Quantech Ltd. By /s/ R. H. Joseph Shaw R. H. Joseph Shaw, Chief Executive Officer Signatures Title /s/R. H. Joseph Shaw* Chief Executive Officer and R. H. Joseph Shaw Chairman of the Board /s/ Robert R. McKiel* Executive Vice President-Research Robert R. McKiel and Development and Director /s/ Gregory G. Freitag Chief Financial Officer, Vice Gregory G. Freitag President of Corporate Development and Secretary /s/ James F. Lyons* Director James F. Lyons /s/ Richard W. Perkins* Director Richard W. Perkins /s/ Edward E. Strickland* Director Edward E. Strickland *Pursuant to Power of Attorney previously filed: /s/Gregory G. Freitag Gregory G. Freitag, CFO Dated: March 18, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUANTECH LTD. EXHIBIT INDEX TO FORM SB-2 Exhibit Number Description 2.1 Plan of Reorganization, dated November 24, 1992, by and among Quantech Ltd. and Spectrum Diagnostics S.p.A. (incorporated by reference to Exhibit 2.1 of the Registrant's Registration Statement on Form S-4; Reg. No. 33-55356). 2.2 Amendment and Restatement Agreement and Plan of Merger dated January 20, 1993 by and among Quantech Ltd., Spectrum Diagnostics S.p.A. and Spectrum Diagnostics Corp. (incorporated by reference to Exhibit 2.2 of the Registrant's Registration Statement on Form S-4; Reg. No. 33-55356). 3.1 Articles of Incorporation of Quantech Ltd., as amended to date. * 3.2 Bylaws of Quantech Ltd. (incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-4; Reg. No. 33-55356). 4.1 Form of Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-4; Reg. No. 33-55356). 4.2 Form of Private Placement Warrant. * 5.1 Opinion and Consent of Fredrikson & Byron, P.A. * 10.1 Lease for office at 1419 Energy Park Drive, St. Paul, MN 55108 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-KSB for the Year Ended June 30, 1995). 10.2 Option Agreement with Ares-Serono, as amended (including license) assigned to Quantech Ltd. pursuant to the Merger (incorporated by reference to Exhibit 10.2 of the Registrant's Registration Statement on Form S-4; Reg. No. 33-55356). 10.3 Employment Agreement with R.H. Joseph Shaw (incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-KSB for the Year Ended June 30, 1995). 10.4 Employment Agreement with Robert M. McKiel (incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-KSB for the Year Ended June 30, 1995). 10.5 Letter of amendment to Ares-Serono License (incorporated by reference to Exhibit 10.6 of the Registrant's Form 10-KSB for the Year Ended June 30, 1995). 10.6 Stock Option to purchase 1,246,000 shares by R.H. Joseph Shaw (incorporated by reference to Exhibit 10.12 of the Registrant's Form 10-KSB for the Year Ended June 30, 1995). 10.7 Stock Option to purchase 830,841 shares by Robert M. McKiel (incorporated by reference to Exhibit 10.13 of the Registrant's Form 10-KSB for the Year Ended June 30, 1995). 10.8 Employment Agreement with Gregory G. Freitag. * 22 Quantech has no subsidiaries. 23.1 Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1) 23.2 Consent of McGladrey & Pullen L.L.P. * 24 Power of Attorney (included on signature page to Registration Statement) * Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----