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-----BEGIN PRIVACY-ENHANCED MESSAGE-----1Proc-Type: 2001,MIC-CLEAR2Originator-Name: [email protected]3Originator-Key-Asymmetric:4MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen5TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB6MIC-Info: RSA-MD5,RSA,7PbPV8Pn8NCR7RV9ON48BVmk0ev0pEQWU/grTxr4YM63goEEmuXqR41NuZ5/fljA38c9lEOm/psyWHAyubvT+HYw==910<SEC-DOCUMENT>/in/edgar/work/0000897101-00-001029/0000897101-00-001029.txt : 2000103011<SEC-HEADER>0000897101-00-001029.hdr.sgml : 2000103012ACCESSION NUMBER: 0000897101-00-00102913CONFORMED SUBMISSION TYPE: 10-K/A14PUBLIC DOCUMENT COUNT: 115CONFORMED PERIOD OF REPORT: 2000063016FILED AS OF DATE: 200010271718FILER:1920COMPANY DATA:21COMPANY CONFORMED NAME: LECTEC CORP /MN/22CENTRAL INDEX KEY: 000080592823STANDARD INDUSTRIAL CLASSIFICATION: [384524] IRS NUMBER: 43130187825STATE OF INCORPORATION: MN26FISCAL YEAR END: 063027</COMPANY-DATA>2829FILING VALUES:30FORM TYPE: 10-K/A31SEC ACT:32SEC FILE NUMBER: 333-7256933FILM NUMBER: 74726334</FILING-VALUES>3536BUSINESS ADDRESS:37STREET 1: 10701 RED CIRCLE DR38CITY: MINNETONKA39STATE: MN40ZIP: 5534341BUSINESS PHONE: 612933229142</BUSINESS-ADDRESS>4344MAIL ADDRESS:45STREET 1: 10701 RED CIRCLE DRIVE46STREET 2: 10701 RED CIRCLE DRIVE47CITY: MINNETONKA48STATE: MN49ZIP: 5534350</MAIL-ADDRESS>51</FILER>52</SEC-HEADER>53<DOCUMENT>54<TYPE>10-K/A55<SEQUENCE>156<FILENAME>0001.txt57<TEXT>58596061UNITED STATES SECURITIES AND EXCHANGE COMMISSION62WASHINGTON, D.C. 205496364---------------65FORM 10-K/A-266---------------6768(Mark One)69/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE70ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2000.7172/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES73EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________.7475Commission File Number: 0-161597677LECTEC CORPORATION78(Exact name of registrant as specified in its charter)7980MINNESOTA 41-130187881(State or other jurisdiction of (I.R.S. Employer Identification No.)82incorporation or organization)838410701 RED CIRCLE DRIVE, MINNETONKA, MINNESOTA 5534385(Address of principal executive offices) (Zip Code)8687Registrant's telephone number, including area code: (952) 933-22918889---------------9091Securities registered pursuant to Section 12(b) of the Act: None9293Securities registered pursuant to Section 12(g) of the Act: Common Stock, par94value $0.01 per95share.96---------------9798Indicate by check mark whether the Registrant (1) has filed all reports99required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1001934 during the preceding 12 months (or for such shorter period that the101Registrant was required to file such reports), and (2) has been subject to such102filing requirements for the past 90 days. Yes [ X ] No [ ]103104Indicate by check mark if disclosure of delinquent filers pursuant to105Item 405 of Regulation S-K is not contained herein; and will not be contained,106to the best of the Registrant's knowledge, in the definitive proxy statement107incorporated by reference in Part III of this Form 10-K, or any amendment to108this Form 10-K. [ ]109110The aggregate market value of the Common Stock held by non-affiliates111of the Registrant as of September 20, 2000 was $6,513,235 based upon the last112reported sale price of the Common Stock at that date by the Nasdaq Stock Market.113114The number of shares outstanding of the Registrant's Common Stock as of115October 19, 2000 was 3,904,465 shares.116117----------------------------118119DOCUMENTS INCORPORATED BY REFERENCE120121None.122123<PAGE>124125126On September 28, 2000, LecTec Corporation filed its Annual Report on127Form 10-K for the Fiscal Year Ended June 30, 2000 (the "Form 10-K"). On October1286, 2000, LecTec filed the first amendment to the Form 10-K for the sole purpose129of filing an additional exhibit. The purpose of this second amendment to the130Form 10-K is to provide the information required by the Items comprising Part131III, since LecTec's definitive proxy statement will be filed more than 120 days132after the end of the fiscal year covered by the Form 10-K.133134PART III135136ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT137138The information required under this item with respect to executive139officers has been previously included under the heading "Executive Officers of140the Registrant" in Item 1 of the Form 10-K.141142INFORMATION CONCERNING DIRECTORS143144Lee M. Berlin, 79 years old, has been a Director since 1981 and served145as Chairman of the Board from 1983 through May 1993. He served as LecTec's Chief146Executive Officer from 1983 through January 1989. Prior to joining LecTec, Mr.147Berlin served in a variety of foreign and domestic marketing, product148development and general management positions with Minnesota Mining &149Manufacturing Company ("3M"). Currently, Mr. Berlin manages personal business150interests.151152Alan C. Hymes, M.D., 68 years old, is a founder of LecTec, has been a153Director since 1977 and acts as LecTec's medical consultant. He has been engaged154in the private practice of surgery since 1968. He is a diplomat of the American155Board of Surgery and the American Board of Thoracic and Cardiovascular Surgery.156157Bert J. McKasy, 58 years old, has been a Director since 1997 and has158been a partner with the law firm Lindquist & Vennum PLLP since 1994. He is also159the current Comissioner of the Metropolitan Airports Commission and has owned160McKasy Travel Service, Inc. since 1983. Prior to joining Lindquist & Vennum, Mr.161McKasy was an attorney with Maun & Simon, Vice President of First Trust Company,162Trust and Investment Asministration (now U.S. Bank Trust) and Executive Vice163President of Fritz Company.164165Marilyn K. Speedie, Ph.D., 52 years old, has been a Director since 1997166and is the Dean of the College of Pharmacy and a professor at the University of167Minnesota. Prior to her association with the University of Minnesota in 1996,168Dr. Speedie held several professorship and departmental chairperson positions at169the University of Maryland (1989-1995), the most recent being in the Department170of Pharmaceutical Sciences. She has been the recipient of numerous honors, the171most recent in October of 1996 which was as an inductee as Fellow of the172American Association of Pharmaceutical Scientists, and has also co-authored a173book published in 1996 entitled PHARMACOGNOSY AND PHARMACOBIOTECHNOLOGY.174175Donald C. Wegmiller, 62 years old, has served as a Director since 1997.176Since April 1993, Mr. Wegmiller has served as President and Chief Executive177Officer of HealthCare178179<PAGE>180181182Compensation Strategies, a consulting firm specializing in compensation and183benefits for health care executives and physicians. From May 1987 until April1841993, Mr. Wegmiller was President and CEO of Health One Corporation,185Minneapolis, Minnesota. He currently serves as a Director of ALLETE (formerly186known as Minnesota Power), Possis Medical, Inc. and JLJ Medical Devices187International, LLC. From 1986 to 1988, Mr. Wegmiller served as Chairman of the188Board of American Hospital Association. From 1972 to 1976 and 1981 to 1988, Mr.189Wegmiller served as a White House staff assistant to Presidents Nixon, Ford and190Reagan.191192Rodney A. Young, 45 years old, was appointed a Director, Chief193Executive Officer and President of LecTec in August 1996. In November 1996 he194was appointed as Chairman of the Board. Prior to assuming the leadership role195with LecTec, Mr. Young served Baxter International, Inc. for five years in196various management roles, most recently as Vice President and General Manager of197the Specialized Distribution Division. Mr. Young also serves as a Director of198Possis Medical, Inc., and Delta Dental Plan of Minnesota, as well as the199University of Minnesota Science Undergraduate Advisory Board.200201SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE202203Section 16(a) of the Securities Exchange Act of 1934 requires LecTec's204executive officers and directors and persons who beneficially own more than 10%205of LecTec's Common Stock to file initial reports of ownership and reports of206changes in ownership with the Securities and Exchange Commission. Such executive207officers, directors and greater than 10% beneficial owners are required by the208regulations of the Commission to furnish LecTec with copies of all Section 16(a)209reports they file.210211Based solely on a review of the copies of such reports furnished to212LecTec and written representations from the executive officers and directors,213LecTec believes that all Section 16(a) filing requirements applicable to its214executive officers and directors and greater than 10% beneficial owners have215been met, except that a May 22, 2000 purchase of LecTec common stock by Alan216Hymes was not reported on a timely filed May 2000 Form 4 on which several other217purchases were recorded. An amended Form 4 for Mr. Hymes was filed on July 7,2182000 which correctly reported the transaction.2192202212222<PAGE>223224225ITEM 11. EXECUTIVE COMPENSATION226227SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION228229The following table shows the cash and non-cash compensation for the230fiscal years ended June 30, 2000, 1999 and 1998, awarded to or earned by Rodney231A. Young, the Chairman of the Board and LecTec's President and Chief Executive232Officer, and the other executive officers of LecTec.233234SUMMARY COMPENSATION TABLE235236<TABLE>237<CAPTION>238Long-Term239Compensation240Annual Compensation Awards241------------------- ------242Fiscal Year Securities243Ended Underlying All Other244Name and Position June 30, Salary Bonus Options Compensation (1)245- ----------------- -------- ------ ----- ---------- ----------------246<S> <C> <C> <C> <C> <C>247Rodney A. Young 2000 $200,000 $ -- -- $ 4,039248Chairman, President and 1999 200,000 -- 95,000 2,358249Chief Executive Officer 1998 178,000 -- 55,000 2,450250251Timothy R. J. Quinn (2) 2000 118,800 35,640(3) -- 2,009252Vice President and General 1999 99,000 -- 58,000 2,365253Manager, Consumer Products 1998 13,300 -- -- --254255Deborah L. Moore (4) 2000 117,300 -- -- 1,779256Chief Financial Officer, 1999 117,300 -- 36,000 1,573257Secretary and Treasurer 1998 108,885 -- 20,000 1,447258259Jane M. Nichols 2000 117,300 -- -- 1,218260Vice President, Marketing and 1999 117,300 -- 22,500 1,173261New Business Development 1998 108,885 -- 20,000 579262263Daniel M. McWhorter 2000 117,300 -- -- 3,045264Vice President, Research and 1999 111,200 -- 27,700 2,577265Development 1998 96,075 -- 20,000 1,277266267John D. LeGray 2000 104,420 -- -- 2,711268Vice President, Quality Assurance 1999 98,400 -- 22,500 2,460269and Regulatory Affairs 1998 68,100 -- 17,500 1,135270271Timothy P. Fitzgerald (5) 2000 40,192 -- 25,000 --272Vice President, Operations 1999 -- -- -- --2731998 -- -- -- --274</TABLE>275276- ------------------------277(1) Reflects matching contributions under LecTec's 401(k) and Profit278Sharing Plan.279(2) Mr. Quinn joined LecTec on May 11, 1998 and was appointed Vice280President and General Manager, Consumer Products on January 24, 2000.281(3) Mr. Quinn received a bonus made outside the annual incentive program282based on the achievement of certain sales goals.283(4) Ms. Moore resigned her position with LecTec effective August 4, 2000.284(5) Mr. Fitzgerald joined LecTec and was appointed Vice President,285Operations on February 21, 2000.2862872883289<PAGE>290291292OPTION GRANTS IN LAST FISCAL YEAR293294The following table contains information concerning the grant of stock295options under LecTec's 1998 Stock Option Plan during the fiscal year ended296June 30, 2000 to each of the executive officers named in the Summary297Compensation Table above:298299<TABLE>300<CAPTION>301INDIVIDUAL GRANTS (1) POTENTIAL302-------------------------------------------------- REALIZABLE303PERCENT VALUE AT304OF TOTAL ASSUMED305OPTIONS ANNUAL RATES OF306NUMBER OF GRANTED STOCK PRICE307SECURITIES TO EXERCISE APPRECIATION308UNDERLYING EMPLOYEES PRICE FOR OPTION TERM (3)309OPTIONS IN FISCAL PER EXPIRATION ---------------------310NAME GRANTED YEAR (2) SHARE DATE 5% 10%311- ------------------------ ------- -------- ----- ---------- --------- ---------312<S> <C> <C> <C> <C> <C> <C>313Rodney A. Young 0 0.0% -- -- -- --314315Timothy R. J. Quinn 0 0.0% -- -- -- --316317Deborah L. Moore 0 0.0% -- -- -- --318319Jane M. Nichols 0 0.0% -- -- -- --320321Daniel M. McWhorter 0 0.0% -- -- -- --322323John D. LeGray 0 0.0% -- -- -- --324325Timothy P. Fitzgerald 25,000 21.7% $3.25 May 2, 2005 $23,453 $50,872326</TABLE>327328- -------------------------329330(1) Each option represents the right to purchase one share of LecTec common331stock. The options shown in this column are all incentive stock options332granted pursuant to LecTec's 1998 Stock Option Plan. The options vest333in annual installments over a period of three years beginning one year334after the date of grant. Each option grant allows the individual to335acquire shares of the LecTec's common stock at a fixed price per share.336The term of each option is five years.337338(2) In the fiscal year ended June 30, 2000, LecTec granted employees339options to purchase an aggregate of 115,000 shares of common stock.340341(3) The 5% and 10% assumed annual rates of compounded stock price342appreciation are mandated by rules of the Securities and Exchange343Commission and do not represent LecTec's estimate or projection of344LecTec's future common stock prices. These amounts represent certain345assumed rates of appreciation only. Actual gains, if any, on stock346option exercises are dependent on the future performance of the common347stock and overall stock market conditions. The amounts reflected in the348table may not necessarily be achieved.3493503514352<PAGE>353354355AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION356VALUES357358The following table sets forth information concerning the exercise of359options during the fiscal year ended June 30, 2000 and unexercised options held360as of June 30, 2000 by each of the executive officers named in the Summary361Compensation Table above.362363<TABLE>364<CAPTION>365NUMBER OF SECURITIES VALUE OF UNEXERCISED366UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS367SHARES OPTIONS AT JUNE 30, 2000 AS OF JUNE 30, 2000 (1)368ACQUIRED VALUE --------------------------- ---------------------------369NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE370---- ----------- -------- ----------- ------------- ----------- -------------371<S> <C> <C> <C> <C> <C> <C>372Rodney A. Young 0 $ 0 148,750 151,250 $ 0 $ 0373Timothy R. J. Quinn 0 0 14,500 43,500 0 0374Deborah L. Moore 0 0 49,000 47,000 0 0375Jane M. Nichols 0 0 45,625 36,875 0 0376Daniel M. McWhorter 0 0 39,425 38,275 0 0377John D. LeGray 0 0 14,375 25,625 0 0378Timothy P. Fitzgerald 0 0 0 25,000 0 0379</TABLE>380381- -------------------------382(1) "Value" has been determined based on the difference between the last383sale price of LecTec's common stock as reported by the Nasdaq National384Market System on June 30, 2000 ($2.25) and the per share option385exercise price, multiplied by the number of shares subject to the386in-the-money options.387388DIRECTOR COMPENSATION389390Directors who are not employees of LecTec are paid for their services391at the rate of $1,000 per quarter plus reasonable meeting expenses. The392quarterly payments were suspended for the fourth quarter of the 2000 fiscal393year. During the 2000 fiscal year, each of the outside directors received a394five-year option under the LecTec 1998 Director's Stock Option Plan to purchase3955,000 shares of LecTec's common stock at a price of $2.875 which was the fair396market value of the common stock at the date of grant.397398CHANGE IN CONTROL PLANS399400LecTec's Change in Control Termination Pay Plan provides for401termination payments to executive officers if they are terminated within twelve402months of a change in control. The plan provides for termination payments to the403Chief Executive Officer equal to twenty times the monthly base salary and404termination payments for all other executives equal to twelve times the monthly405base salary.406407In July 1999, LecTec adopted the Improved Shareholder Value Cash Bonus408Plan which provides cash bonus payments to executive officers if LecTec is409acquired by or merged with another company, and the valuation of LecTec for410purposes of the acquisition or merger equals or exceeds the minimum level411defined by the plan. Cash bonus payments to executives increase as the total412valuation of LecTec for purposes of the sale or merger increases, thus aligning413the interests of the executives with the interests of the shareholders and414providing an incentive to the executives to maximize shareholder value.4154164175418<PAGE>419420421COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION422DECISIONS423424The Compensation Committee consists of three non-employee directors,425Lee M. Berlin, Alan C. Hymes, M.D. and Donald C. Wegmiller. All three directors426served on the Committee for the entire fiscal year ended June 30, 2000.427428Mr. Berlin was formerly an officer of LecTec, having served as both429Chairman of the Board and Chief Executive Officer of LecTec. There were no other430Compensation Committee "interlocks" within the meaning of the SEC rules.431432433REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE434COMPENSATION435436The Compensation Committee of the Board of Directors is responsible for437establishing compensation policy and administering the compensation programs for438LecTec's executive officers. The Committee is comprised of independent outside439directors. The Committee meets as necessary to review executive compensation440policies, the design of compensation programs and individual salaries and awards441for the executive officers. The purpose of this report is to inform shareholders442of LecTec's compensation policies for executive officers and the rationale for443the compensation paid to executive officers.444445COMPENSATION PHILOSOPHY446447LecTec's compensation program is designed to motivate and reward448executives responsible for attaining the financial and strategic objectives449essential to LecTec's long-term success and growth in shareholder value. The450compensation program has been designed to provide a competitive level of total451compensation and offers incentive and equity ownership opportunities directly452linked to LecTec's performance and shareholder return. The Committee believes it453is in the best interests of the shareholders to reward executives when LecTec's454performance objectives are achieved and to provide significantly less455compensation when these objectives are not met. Therefore, a significant portion456of executive compensation is comprised of "at risk" performance and stock-based457incentives.458459Key objectives of the compensation program are to:460461* Provide a strong, direct link between LecTec's financial and462strategic goals and executive compensation;463464* Motivate executives to achieve corporate operating goals through465an emphasis on performance-based compensation;466467* Align the interests of executives with those of LecTec's468shareholders by providing a significant portion of total469compensation that is LecTec stock-based; and470471* Provide competitive total compensation in order to attract and472retain high caliber key executives critical to the long-term473success of LecTec.4744754766477<PAGE>478479480EXECUTIVE OFFICER COMPENSATION PROGRAM481482The key components of LecTec's executive officer compensation program483are base salary, annual incentives and long-term incentives. These elements are484described below. During fiscal year 2000, specific and objective criteria were485utilized to determine each element of an executive's compensation package.486487BASE SALARY. The Committee annually reviews the base salaries of488executive officers. In determining appropriate salary levels, the Committee489considers individual performance, level of responsibility, scope and complexity490of the position and salary levels for comparable positions at industry peer491group companies.492493During the fiscal year ended June 30, 2000 the current executive494officers of LecTec did not receive salary increases, with the exception of495Timothy R.J. Quinn.496497ANNUAL INCENTIVE AWARDS. The purpose of LecTec's annual incentive498program is to provide a direct financial incentive in the form of an annual cash499bonus to executive officers and key managers who achieve corporate operating500goals established under LecTec's annual operating plan.501502Executive officers are eligible for cash bonuses ranging from 30% to50360% of base salary. The size of the bonus is dependent upon the executive504officer's position and the achievement of targeted post-bonus, pre-tax earnings,505as well as the achievement of individual and team goals.506507For the fiscal year 2000, the minimum earnings performance goals under508the annual incentive program were not achieved and no cash bonus payments were509made under the annual incentive program. One executive officer, Mr. Quinn,510received a bonus made outside the annual incentive program based on the511achievement of certain sales goals.512513LONG-TERM INCENTIVE PLANS. Long-term incentives are provided to514executive officers through LecTec's stock option program.515516LecTec's stock option program provides compensation that directly links517the interests of management and shareholders, and aids in retaining key518executive officers. Executive officers are eligible for annual grants of stock519options. Guideline levels of options are prepared based on a review of520competitive data from industry peer group companies. Individual awards are based521on the individual's responsibilities and performance, ability to impact522financial performance and future potential. All individual stock option grants523are reviewed and approved by the Committee. Executive officers receive gains524from stock options only to the extent that the fair market value of the stock525has increased since the date of option grant.5265275287529<PAGE>530531532CHIEF EXECUTIVE OFFICER COMPENSATION. The base salary for Mr. Young was533$200,000 during fiscal 2000, the same base salary as during fiscal 1999. The534base salary of the Chief Executive Officer is established by the Compensation535Committee in generally the same way as the base salary is determined for other536executive officers.537538A bonus payment under the annual incentive program described above was539not made during fiscal 2000 due to LecTec not achieving the minimum performance540goals established by the Committee. In fiscal 2000, Mr. Young did not receive541any stock options to purchase LecTec's Common Stock.542543CONCLUSION. The executive officer compensation program administered by544the Committee provides incentives to attain strong financial performance and545aligns the interests of executive officers with shareholder interests. The546Committee believes that LecTec's compensation program focuses the efforts of547LecTec's executive officers on the achievement of growth, profitability and the548enhancement of shareholder value for the benefit of all of LecTec's549shareholders.550551552COMPENSATION COMMITTEE553554Donald C. Wegmiller, Chairman555Lee M. Berlin556Alan C. Hymes, M.D.5575585598560<PAGE>561562563SHAREHOLDER RETURN PERFORMANCE GRAPH564565The graph and table below compare the cumulative total shareholder566return on LecTec's common stock for the last five fiscal years with the567cumulative total return on the Russell 2000 Index and the S & P Medical Products568& Supplies Index over the same period. The graph and table assume the investment569of $100 in each of LecTec's Common Stock, the Russell 2000 Index and the S & P570Medical Products & Supplies Index on June 30, 1995 and that all dividends (cash571and stock) were reinvested.572573574COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN575576[PLOT POINTS CHART]5775786/30/95 6/30/96 6/30/97 6/30/98 6/30/99 6/30/00579------- ------- ------- ------- ------- -------580LECTEC CORPORATION ....... 100 107 54 29 34 19581Russell 2000 ............. 100 121 155 186 176 171582S & P Med. P&S ........... 100 131 174 233 277 301583584585ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT586587The following table sets forth certain information with respect to the588beneficial ownership of our common stock as of October 25, 2000, by each person,589or group of affiliated persons, who is known by us to own beneficially more than5905% of our common stock, each of our directors, each of our executive officers591named in the Summary Compensation Table above and all of our directors and592executive officers as a group.5935945959596<PAGE>597598599Beneficial ownership is determined in accordance with the rules of the600SEC. In computing the number of shares beneficially owned by a person and the601percentage ownership of that person, shares of common stock under options held602by that person that are currently exercisable or exercisable within 60 days of603October 25, 2000 are considered outstanding. These shares, however, are not604considered outstanding when computing the percentage ownership of each other605person. The column entitled "Number of Shares Beneficially Owned" includes the606number of shares of common stock subject to options held by that person that are607currently exercisable or that will become exercisable within 60 days of October60825, 2000. The number of shares subject to options that each beneficial owner has609the right to acquire within 60 days of October 25, 2000 are listed separately610under the column entitled "Number of Shares Underlying Options Beneficially611Owned."612613Except as indicated in the footnotes to this table, each shareholder614named in the table has sole voting and investment power for the shares shown as615beneficially owned by them. Percentage of ownership is based on 3,904,465 shares616of common stock outstanding on October 25, 2000.617618NUMBER OF619SHARES620NUMBER OF UNDERLYING621SHARES OPTIONS PERCENT OF622BENEFICIALLY BENEFICIALLY SHARES623NAME OWNED OWNED OUTSTANDING624- ---- ----- ----- -----------625Lee M. Berlin (1) 567,029 24,125 14.4%626Alan C. Hymes, M.D. 427,742 32,669 10.9627Rodney A. Young 195,750 181,250 4.8628Deborah L. Moore 59,541 49,000 1.5629Daniel M. McWhorter 56,550 40,725 1.4630Jane M. Nichols 49,538 45,625 1.3631John D. LeGray 23,035 14,375 *632Timothy R. J. Quinn 23,000 20,000 *633Bert J. McKasy 17,778 13,000 *634Donald C. Wegmiller 17,000 16,000 *635Marilyn K. Speedie, Ph.D. 13,000 11,500 *636Timothy P. Fitzgerald 0 0 *637All directors and executive638officers as a group (12 persons) 1,449,963 448,269 33.3639640- -----------------------------641642*Less than 1%643644(1) Includes 75,605 shares owned by Mr. Berlin's wife and 137,145 shares owned645by Mr. Berlin's son. Mr. Berlin disclaims beneficial ownership of these646shares.647648ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS649650None.65165265310654<PAGE>655656657SIGNATURES658659Pursuant to the requirements of Section 13 or 15(d) of the Securities660Exchange Act of 1934, the Registrant has duly caused this amendment to its661annual report on Form 10-K to be signed on its behalf by the undersigned,662thereunto duly authorized, on the 26th day of October, 2000.663664665LECTEC CORPORATION666667668669/s/ Rodney A. Young670-----------------------------------------671Rodney A. Young672Chairman, Chief Executive Officer and673President674(Principal Executive Officer)675676</TEXT>677</DOCUMENT>678</SEC-DOCUMENT>679-----END PRIVACY-ENHANCED MESSAGE-----680681682