As filed with the Securities and Exchange Commission on October 1, 1998
Registration No. 333-______
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TECHNE CORPORATION
(Name of Registrant as specified in its Charter)
Minnesota 41-1427402
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
614 Mckinley Place N.E.
Minneapolis, Minnesota 55413
(612) 379-8854
(Address and Telephone Number of Registrant's Principal Executive Offices)
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Thomas E. Oland
President
Techne Corporation
614 Mckinley Place N.E.
Minneapolis, Minnesota 55413
(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) 347-7019
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:
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:
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration 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, 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:
CALCULATION OF REGISTRATION FEE
- ------------------------- -------------------- ----------------------- ---------------------- -----------------------
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered per Unit Price Registration Fee
- ------------------------- -------------------- ----------------------- ---------------------- -----------------------
Common Stock (par value 987,206 shares $14.875(1) $14,684,689(1) $4,082.34
$0.01 per share)
- ------------------------- -------------------- ----------------------- ---------------------- -----------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as
amended, and based upon the average of the high and low sale prices for
such stock as reported by The Nasdaq National Market on September 30,
1998, which date was within five business days of the date of this
filing.
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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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Subject to completion, dated October 1, 1998
PROSPECTUS
TECHNE CORPORATION
987,206 shares of Common Stock
This prospectus relates to the offer and sale of up to 987,206 shares
of Techne common stock by Genzyme Corporation, the selling shareholder. We will
not receive any proceeds from the sale.
Our common stock is traded on the Nasdaq National Market(R) under the
symbol "TECH." The closing bid price on ____________, 1998, as reflected on the
Nasdaq National Market(R) was $_______ per share.
-----------------------
For information concerning certain risks relating
to an investment in Techne common stock
see "Risk Factors" beginning on page 4.
-----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these shares or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed.
We may not sell these shares until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these shares and it is not soliciting an offer to buy these shares in
any state where the offer or sale is not permitted.
The date of this prospectus is _______________, 1998
TABLE OF CONTENTS
Page
ABOUT TECHNE................................................................3
RISK FACTORS................................................................4
SELLING SHAREHOLDER.........................................................6
PLAN OF DISTRIBUTION........................................................6
WHERE YOU CAN FIND MORE INFORMATION.........................................7
ABOUT TECHNE
Techne Corporation, a Minnesota corporation (the "Company"), is the
issuer of the shares offered hereby. The Company's principal executive offices
are located at 614 McKinley Place N.E., Minneapolis, Minnesota 55413, and its
telephone number is (612) 379-8854. The Company, through its wholly-owned
subsidiaries, Research and Diagnostic Systems, Inc., located in Minneapolis,
Minnesota and R&D Systems Europe Ltd., located in Abingdon, England, is engaged
in developing, manufacturing and marketing biotechnology and hematology
products. The Company's biotechnology products include cytokines and related
antibodies, assay kits, clinical diagnostic kits, flow cytometry products and
DNA and related products. The Company's hematology products consist primarily of
a complete line of controls and calibrators for both impedance and laser type
cell counters.
RISK FACTORS
You should carefully consider the following risk factors, together with
other information contained or incorporated by reference in this prospectus, in
evaluating whether to invest in our shares.
Risk of Technological Obsolescence and Competition
The biotechnology industry is subject to rapid and significant
technological change. While the hematology controls industry historically has
been subject to less rapid change, it too is evolving and is impacted
significantly by changes in the automated testing equipment offered by hardware
manufacturers. Competitors of the Company in the United States and abroad are
numerous and include, among others, specialized biotechnology firms, medical
laboratory instrument and equipment manufacturers and disposables suppliers,
major pharmaceutical companies, universities and other research institutions.
There can be no assurance that the Company's competitors will not succeed in
developing technologies and products that are more effective than any which have
been or are being developed by the Company or that would render the Company's
technologies and products obsolete or noncompetitive. Many of these competitors
have substantially greater resources and product development, production and
marketing capabilities than the Company. With regard to diagnostic kits, which
constitute a relatively minor portion of the Company's business, many of the
Company's competitors have significantly greater experience than the Company in
undertaking preclinical testing and clinical trials of new or improved
diagnostic kits and obtaining Food and Drug Administration (FDA) and other
regulatory approvals of such products.
Patent and Proprietary Rights Risks
The Company's success will depend, in part, on its ability to obtain
licenses and patents, maintain trade secret protection and operate without
infringing the proprietary rights of others. The Company has filed a very
limited number of United States and foreign patent applications for products in
which it believes it has a proprietary interest. The Company has obtained and is
negotiating licenses to produce a number of cytokines and related products
claimed to be owned by others. The Company has not conducted a patent
infringement study for each of its products. It is possible that products of the
Company may unintentionally infringe patents of third parties or that the
Company may have to alter its products or processes, pay licensing fees or cease
certain activities because of patent rights of third parties, thereby causing
additional unexpected costs and delays which may have a material adverse effect
on the Company. The patenting of hematology and biotechnology processes and
products involves complex legal and factual questions and, to date, there has
emerged no consistent policy regarding the breadth of claims in biotechnology
patents. Protracted and costly litigation may be necessary to enforce the rights
of the Company and defend against claims of infringement of rights of others.
Financial Impact of Expansion Strategy
The Company engages in an expansion which includes internal development
of new products, collaboration with manufacturers of automated instruments which
may use the Company's products, investment in joint ventures and companies
developing new products related to the Company's business and acquisition of
existing business for new products or additional customer base. Each of the
strategies carries risks that objectives will not be achieved and future
earnings will be adversely effected. During early development stage, the
operating losses of certain companies in which the Company may invest will be
reported as operating losses of the Company, as is currently the case with
ChemoCentryx Inc. On July 1, 1998 the Company acquired the primary assets of
Genzyme Corporation's research products business for stock, cash and future
royalties. Success of this acquisition will depend upon conversion of customers
and distributors from Genzyme to the Company and selling the Company's broader
range of products to the former Genzyme customers and distributors. The Company
anticipates that in its fiscal year ending June 30, 1999, its earnings will be
$.06 to $.12 per share less than its fiscal year 1998 earnings due primarily to
the sale of acquired inventories at lower gross profit margins and the
amortization of goodwill associated with the transaction.
Government Regulation
Ongoing research and development activities, including preclinical and
clinical testing, and the production and marketing of the Company's products are
subject to regulation by numerous governmental authorities in the United States
and other countries. All of the Company's products and manufacturing processes
and facilities require governmental licensing or approval prior to commercial
use. The approval process applicable to clinical diagnostic products of the type
which may be developed by the Company usually takes a number of years and
typically requires substantial expenditures. Delays in obtaining regulatory
approvals would adversely affect the marketing of products developed by the
Company and the Company's ability to receive product revenues or royalties.
There can be no assurance that regulatory approvals for such products will be
obtained without lengthy delays, if at all.
Attraction and Retention of Key Employees
Recruiting and retaining qualified scientific and production personnel
to perform research and development work and product manufacturing is critical
to the Company's success. Although the Company believes it has been and will be
able to attract and retain such personnel, there can be no assurance that the
Company will be successful. In addition, the Company's anticipated growth and
expansion into areas and activities requiring additional expertise, such as
clinical testing, government approvals, production and marketing, will require
the addition of new management personnel and the development of additional
expertise by existing management personnel. The failure to attract and retain
such personnel or to develop such expertise would adversely affect the Company's
business.
SELLING SHAREHOLDER
The selling shareholder is Genzyme Corporation. The selling shareholder
acquired the 987,206 shares offered by this prospectus in connection with the
sale of the primary assets of its research products business to the Company in
July 1998. Before this offering, the selling shareholder owned approximately
4.9% of the outstanding Techne common stock. After this offering, it will own
less than 1%.
PLAN OF DISTRIBUTION
The selling shareholder has advised the Company that all or a portion
of the shares offered by the selling shareholder hereby may be sold from time to
time by the selling shareholder or by pledgees, donees, transferees or other
successors in interest. Such sales may be made in the over-the-counter market or
in privately negotiated transactions at prices and at terms then prevailing or
at prices related to the then current market price, or at negotiated prices. 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 shareholder may arrange for other brokers or dealers to
participate. Brokers or dealers may receive compensation in the form of
concessions, commissions or discounts from the selling shareholder or the
purchaser of the shares for whom such brokers or dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular broker
or dealer might be in excess of customary commissions). The selling shareholder
will be responsible for all brokerage commissions and other amounts payable with
respect to any sale of shares. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any commissions
received by them or profit on any resale of the shares as principal might be
deemed to be underwriting discounts and commissions under the Securities Act. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. The Company has agreed to indemnify the
selling shareholder against certain liabilities, including certain liabilities
under the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings (File
No. 0-17272) we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the fiscal year ended June 30,
1998;
2. Proxy Statement for its 1998 Annual Meeting;
3. Current Report on Form 8-K filed July 16, 1998 and amended
September 14, 1998; and
4. The description of Techne common stock which is incorporated
by reference in the Registration Statement on Form 10.
You may request a copy of these filings, at no cost, by writing or
telephoning our President at the following address:
Thomas E. Oland
President
Techne Corporation
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
(612) 379-8854
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide information other than that
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses will be paid by the Company in connection with the
distribution of the securities registered hereby and do not include underwriting
compensation, if any, to be paid by the Company. All of such expenses, except
for the SEC registration fee, are estimated.
SEC Registration Fee...........................................$4,083
Legal Fees......................................................6,000
Accountants' Fees...............................................1,500
Printing Expenses.................................................250
Miscellaneous ..................................................3,167
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Total ...................................................$15,000
Item 15. Indemnification of Directors and Officers.
Article 5 of the Company's Restated Bylaws reads as follows:
"The corporation shall indemnify such persons, for such expenses and
liabilities, in such manner, under such circumstances, and to such
extent, as permitted by Minnesota Statutes, Section 302A.521, as now
enacted or hereafter amended."
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection with the proceeding
with respect to the same acts or omissions if such person (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit and statutory procedure has been followed in the case of any
conflict of interest by director; (4) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions occurring in the person's official capacity as a director,
officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of acts or
omissions occurring in the person's official capacity as a director, officer or
employee of the Company involving service as a director, officer, partner,
trustee, employee or agent of another organization or employee benefit plan,
reasonably believed that the conduct was not opposed to the best interests of
the Company. In addition, Section 302A.521, subd. 3, requires payment by the
Company, upon written request, of reasonable expenses in advance of final
disposition of the proceeding in certain circumstances. A decision as to
required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.
The Company has agreed to indemnify the selling shareholder against
certain liabilities, including certain liabilities under the Securities Act.
In addition to providing indemnification as outlined above, Techne also
purchases individual insurance coverage for its directors and officers. Subject
to the stated conditions, the policy insures the directors and officers of
Techne against liability arising out of actions taken in their official
capacities. To the extent that such actions cannot be indemnified by Techne, the
policy provides individual liability insurance protection to the officers and
directors of Techne.
As permitted by Section 302A.251 of the Minnesota Statutes, Techne's
Restated Articles of Incorporation provide that a director shall have no
personal liability to Techne or its shareholders for breach of his or her
fiduciary duty as a director, to the fullest extent permitted by law.
Item 16. Exhibits.
Exhibit Description
4.1 Restated Articles of Incorporation of Company, as amended to
date--incorporated by reference to Exhibit 19.1 of the Company's Form
10-Q for the quarter ended September 30, 1991*
4.2 Restated Bylaws, as amended to date--incorporated by reference to
Exhibit 3.2 of the Company's Form 10, dated October 27, 1988*
5.1 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of Fredrikson & Byron, P.A. (Included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature page hereto)
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*Incorporated by reference, SEC File No. 0-17272
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by
reference;
(ii) To 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, represent a fundamental change in the information set
forth in the Registration Statement unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 and incorporated
herein by reference. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii)To include any 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.
(2) That, for the purpose of determining any 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 the 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 being registered which remain unsold at the
termination of the offering.
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
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.
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.
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.
SIGNATURES
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on September 30,
1998.
TECHNE CORPORATION
By /s/ Thomas E. Oland
Thomas E. Oland, President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Thomas E.
Oland as his true and lawful attorney-in fact and agent, with full power and
substitution, to sign on his or her behalf individually and in the capacity
stated below and to perform any acts necessary to be done in order to file all
amendments and post-effective amendments to this Registration Statement, and any
and all registration statements, prospectuses, instruments or documents filed as
part of or in connection with this Registration Statement or the amendments
thereto, and each of the undersigned does hereby ratify and confirm all that
said attorney-in-fact and agent, or his or her substitutes, shall do or cause to
be done by virtue hereof.
Signatures Title Date
/s/ Thomas E. Oland President, Treasurer and September 30, 1998
Thomas E. Oland Director (principal executive
officer and principal financial
and accounting officer)
_________________________ Director September _, 1998
Dr. Roger C. Lucas
/s/ Howard V. O'Connell Director September 30, 1998
Howard V. O'Connell
/s/ G. Arthur Herbert Director September 30, 1998
G. Arthur Herbert
/s/ Randolph C. Steer Director September 30, 1998
Dr. Randolph C. Steer
/s/ Lowell E. Sears Director September 30, 1998
Lowell E. Sears
_________________________ Director September _, 1998
Dr. Christopher S. Henney
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TECHNE CORPORATION
EXHIBIT INDEX TO FORM S-3
Exhibit Description
4.1 Restated Articles of Incorporation of Company, as amended to
date--incorporated by reference to Exhibit 19.1 of the Company's Form
10-Q for the quarter ended September 30, 1991*
4.2 Restated Bylaws, as amended to date--incorporated by reference to
Exhibit 3.2 of the Company's Form 10, dated October 27, 1988*
5.1 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of Fredrikson & Byron, P.A. (Included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature page hereto)
*Incorporated by reference, SEC File No. 0-17272