UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TECHNE CORPORATION
(Exact name of Registrant as specified in its charter)
Minnesota 41-1427402
(State or other jurisdiction of (I.R.S. Employe
incorporation or organization) Identification No.)
614 McKinley Place N.E.
Minneapolis, MN 55413-2610
(Address of principal executive offices)
Techne Corporation 2010 Equity Incentive Plan
(Full title of the plan)
Thomas E. Oland Copy to:
President Melodie R. Rose
Techne Corporation Fredrikson & Byron, P.A.
614 McKinley Place N.E. 200 Sixth Street South, Suite 4000
Minneapolis, MN 55413-2610 Minneapolis, MN 55402-1425
612-379-8854 612-492-7162
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Indicate by a check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act
(Check one):
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
CALCULATION OF REGISTRATION FEE
Title of
Securities Proposed Maximum Proposed Maximum Amount of
to be Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
---------- ---------------- ------------------ ------------------ ------------
Common
Stock,
par value
$0.01 3,000,000 Shares $60.07 $180,210,000 $12,848.97
(1) 3,000,000 shares of common stock, par value $0.01 per share (the "Common
Stock"), of Techne Corporation, a Minnesota corporation (the "Company"),
are being registered hereunder. Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement shall automatically cover any additional shares of
Common Stock that become purchasable under the Techne Corporation 2010
Equity Incentive Plan (the "2010 Plan") by reason of any stock split,
stock dividend or other similar transaction. In addition, pursuant to Rule
416(c) under the Securities Act, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457. The maximum aggregate offering price per share and aggregate
offering price is based on the average of the high and low sales prices of
the Common Stock, as reported on the Nasdaq Global Select Market, on
November 8, 2010.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is omitted from this
Registration Statement on Form S-8 (the "Registration Statement") in
accordance with Rule 428 under the Securities Act of 1933, as amended, (the
"Securities Act") and the introductory note to Part I of Form S-8. Plan
documents containing the information required by Part I will be sent or
provided to the participants in the Plan as required by Rule 428(b)(1).
These documents and the documents incorporated by reference herein pursuant
to Item 3 of Part II hereof, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which the Company has filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended, are
incorporated into this Registration Statement by reference and shall be
deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K filed for the fiscal year
ended June 30, 2010, filed with the Securities and Exchange Commission
(the "Commission") on August 27, 2010.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") since
the end of the fiscal year ended June 30, 2010.
(3) The description of the Company's Common Stock included in its
Registration Statement on Form 10, filed with the Commission November
1, 1988.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference to this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Under Minnesota corporate law, a corporation shall, unless prohibited
by its Articles of Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments, penalties, fines,
settlements, expenses and disbursements incurred by such person who was, or
is threatened to be, made a party to a proceeding by reason of the fact that
the person is or was a director, officer, employee or agent of the
corporation if generally, with respect to the acts or omissions of the person
complained of in the proceeding, the person: (i) has not been indemnified by
another organization with respect to the same acts or omissions; (ii) acted
in good faith, (iii) received no improper personal benefit; (iv) in the case
of a criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (v) reasonably believed the conduct was in the best interests
of the corporation or, in certain circumstances, reasonably believed that the
conduct was not opposed to the bests interests of the corporation. Minnesota
corporate law also provides that a corporation may purchase and maintain
insurance on behalf of any indemnified party against any liability asserted
against such person, whether or not the corporation would have been required
to indemnify the person against liability under the provisions of Minnesota
corporate law. The Company's Articles of Incorporation and Bylaws do not
limit the Company's obligation to indemnify such persons.
The Company's Articles of Incorporation limit the liability of its
directors to the full extent permitted by the Minnesota Business Corporation
Act. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of fiduciary duty as directors except liability
for (i) any breach of the duty of loyalty to the Company or its shareholders,
(ii) acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) dividends or other
distributions of corporate assets that are in contravention of certain
statutory or contractual restrictions, (iv) violations of certain Minnesota
securities laws or (v) any transaction from which the director derives an
improper personal benefit.
Item 8. Exhibits
4.1 Restated Articles of Incorporation of Company, as amended to
date, incorporated by reference to Exhibit 3.1 of the Company's Form
10-Q for the quarter ended September 30, 2000.
4.2 Restated Bylaws of the Company, as amended to date, incorporated
by reference to Exhibit 3.1 of the Company's Form 8-K, dated November
14, 2007.
5.1 Opinion of Fredrikson & Byron, P.A.*
10.1 Techne Corporation 2010 Equity Incentive Plan, incorporated by
reference to Exhibit 10.1 to the Company's current report on Form 8-K
filed with the Commission November 2, 2010.**
23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm.*
23.2 Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1).*
* Filed herewith.
** Management compensatory plan.
Item 9. Undertakings
(a) The Company 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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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 filed with or
furnished to the Commission by the Company pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.
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-8 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 the 12th day
of November, 2010.
TECHNE CORPORATION
Date: November 12, 2010 /s/ Thomas E Oland
--------------------------
By: Thomas E. Oland
Its: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated.
Date Signature and Title
----------------- ---------------------------
November 12, 2010 /s/ Thomas E Oland
--------------------------
Thomas E. Oland
Chairman of the Board, President,
Chief Executive Officer
and Director
(principal executive officer)
November 9, 2010 /s/ Gregory J. Melsen
--------------------------
Gregory J. Melsen, Chief Financial
Officer and Treasurer
(principal financial officer)
November 9, 2010 /s/ Dr. Roger C. Lucas
--------------------------
Dr. Roger C. Lucas
Vice Chairman and Director
November 10, 2010 /s/ Howard V. O'Connell
--------------------------
Howard V. O'Connell, Director
November 8, 2010 /s/ Dr. Randolph C. Steer
--------------------------
Dr. Randolph C. Steer, Director
November 8, 2010 /s/ Robert V. Baumgartner
--------------------------
Robert V. Baumgartner, Director
November 10, 2010 /s/ Dr. Charles A. Dinarello
--------------------------
Dr. Charles A. Dinarello, Director
November 8, 2010 /s/ Dr. Karen A. Holbrook
--------------------------
Dr. Karen A. Holbrook, Director
November 11, 2010 /s/ John L. Higgins
--------------------------
John L. Higgins, Director
November 11, 2010 /s/ Dr. Roeland Nusse
--------------------------
Dr. Roeland Nusse, Director