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 Juris- (I.R.S. Employer diction of Incorporation Identification Number) or Organization) 614 McKinley Place N.E. Minneapolis, Minnesota 55413 (Address of Principal Executive Office and Zip Code) Techne Corporation 1988 Nonqualified Stock Option Plan (Full Title of the Plan) Thomas E. Oland President Techne Corporation 614 McKinley Place N.E. Minneapolis, Minnesota 55413 (612) 379-2956 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Timothy M. Heaney Fredrikson & Byron, P.A. 1100 International Centre Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE ================================================================================================================================ Proposed Proposed Maximum Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Options to Purchase Common Stock under the Plan Indefinite $ 0.00 $ 0.00 $ 0.00 Common Stock issuable upon exercise of options granted under the Plan 200,000 shares $24.75 $4,950,000 $1,500.00 -------- TOTAL: $1,500.00 ================================================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant's Common Stock on October 10, 1996. The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1988 Nonqualified Stock Option Plan. The contents of the Registrant's Registration Statements on Form S-8, Reg. No. 33-49160 and Reg. No. 33-86728, are incorporated herein by reference. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis and State of Minnesota, on the 15th day of October , 1996. TECHNE CORPORATION (the "Registrant") By /s/ Thomas E. Oland Thomas E. Oland, 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 dates indicated. (Power of Attorney) Each of the undersigned constitutes and appoints Thomas E. Oland and Roger C. Lucas his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Techne Corporation relating to the Company's 1988 Nonqualified Stock Option Plan and any or all amendments or post-effective amendments to the Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying - 1 - and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ Thomas E. Oland Chairman, President, Treasurer October 15, 1996 - ------------------- and Director (principal executive Thomas E. Oland officer and principal financial and accounting officer) /s/ Christopher S. Henney Director October 15, 1996 - ------------------------- Christopher S. Henney /s/ G. A. Herbert Director October 15, 1996 - -------------------- G. Arthur Herbert /s/ Roger C. Lucas Director October 15, 1996 - -------------------- Roger C. Lucas /s/ Howard V. O'Connell Director October 15, 1996 - ----------------------- Howard V. O'Connell /s/ Lowell E. Sears Director October 15, 1996 - ---------------------- Lowell E. Sears /s/ Randolph C. Steer Director October 15, 1996 - ----------------------- Randolph C. Steer, M.D. - 2 - SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 TECHNE CORPORATION Form S-8 Registration Statement E X H I B I T I N D E X Number Exhibit Description 5 Opinion and Consent of counsel re securities under the Plan 23.1 Consent of counsel (See Exhibit 5) 23.2 Consent of independent accountants 24 Power of attorney (See Signature Page)