-----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, OOPDpPL/SPIXR6LUC57EiP7mQKIO162E1zzTnUk7lZKkm+9gLx72b+trbOPepJ4p II8z3m5C93UYSKsIDeKwlQ== 0000950123-03-008081.txt : 20030710 0000950123-03-008081.hdr.sgml : 20030710 20030710171821 ACCESSION NUMBER: 0000950123-03-008081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED BIOPHARMA INC CENTRAL INDEX KEY: 0001016504 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133035216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31668 FILM NUMBER: 03782467 BUSINESS ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 9739260816 MAIL ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED HEALTH TECHNOLOGIES INC DATE OF NAME CHANGE: 20020912 FORMER COMPANY: FORMER CONFORMED NAME: CHEM INTERNATIONAL INC DATE OF NAME CHANGE: 19960716 8-K 1 y88322e8vk.txt INTEGRATED BIOPHARMA INC. \ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 30, 2003 -------------------------------- INTEGRATED BIOPHARMA, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-28876 22-2407475 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 201 Route 22, Hillside, New Jersey 07205 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (973) 926-0816 -------------------------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events and Required FD Disclosure. On June 30, 2003, Integrated BioPharma, Inc., a Delaware corporation, issued a press release regarding completion of a private placement. The press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated June 30, 2003, entitled "Integrated BioPharma Completes $9.5 Million Private Placement." SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INTEGRATED BIOPHARMA, INC. Date: July 10, 2003 By: /s/ Eric Friedman ---------------------- Name: Eric Friedman Title: Chief Financial Officer EX-99.1 3 y88322exv99w1.txt PRESS RELEASE [INTEGRATED BIOPHARMA LOGO] Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Lance Baller - --------------------- Vice President of Corporate June 30, 2003 Development & Communications Integrated BioPharma, Inc. (303) 470-0055 INTEGRATED BIOPHARMA COMPLETES $9.5 MILLION PRIVATE PLACEMENT Hillside, NJ. June 30, 2003 -- Integrated BioPharma, Inc. (Amex: INB), a leading biopharmaceutical company, today announced that it has raised $9.5 million in net proceeds from the sale of approximately 9,500 shares of newly issued INB Series A Convertible Preferred Stock in a private placement at a price of $1000 per share. The Series A Convertible Preferred Stock, initially convertible at $8 thru June 30, 2004, at $12 thru June 30, 2005 and at $16 thru June 30, 2006 into shares of the Company's Common Stock. The holders of the Series A Preferred on each anniversary of the initial closing shall be entitled to receive cumulative dividends and in preference to any dividend on the Common Stock, at the rate of 4% of the Original Purchase Price per annum, Dividend shall be payable in cash or in kind at the option of the Company. The dividend shall only be payable for fiscal years ending June 30, 2004, 2005 and 2006. In addition, the company issued warrants to purchase an additional 175,000 shares of common stock at an exercise price of $5.40 per share to the investors. The company retained no placement agents for this financing. The Company expects to use the proceeds from the offering for general corporate purposes, including working capital and potential acquisitions of products or companies and licensing arrangements. "This equity financing places Integrated BioPharma in an even stronger position to pursue growth opportunities afforded by the company's strong product development and distribution channels," said E. Gerald Kay, the company's chief executive officer. The Series A Convertible Preferred Stock and the Common Stock issuable upon conversion of the Series A Convertible Preferred Stock have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Exhibit 99.1 About Integrated BioPharma Integrated BioPharma, Inc. is a well-established biopharma company serving the varied needs of the nutraceutical, biotechnology and pharmaceutical industries. Through a number of wholly owned subsidiaries INB develops, manufactures and distributes, worldwide over 130 products. The Company has recently upgraded and expanded its manufacturing facilities to further increase production capacity. A leader for many years in providing nutritional supplement products and services, the Company's recent acquisitions propel it into the rapidly growing field of genetically engineered human therapeutics. These acquired companies already have significant competitive presence in the high growth industry of development and commercialization of naturally occurring chemotherapeutic anti-cancer agents. Our lead natural product pharmaceutical will be API paclitaxel, a chemotherapeutic drug used in the treatment of breast, ovarian and other cancers. Integrated BioPharma's solid business base, long standing industry reputation and experienced management team ensure rapid and significant growth in the coming years. Integrated BioPharma currently consists of eight operating units with significant competitive advantages derived from shared resources, synergies and economies of scale. Further information is available at www.iBioPharma.com. ------------------ Statements included in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties such as competitive factors, technological development, market demand, and the company's ability to obtain new contracts and accurately estimate net revenues due to variability in size, scope and duration of projects, and internal issues in the sponsoring client. Further information on potential factors that could affect the company's financial results can be found in the company's Reports filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----