-----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, VhOieblnF9hkDDih/eJsl69bzCIyvmT4kTnSZcWu+nMXjtHpyd48JnETN0aHNOB8 JST/1uAWY8PDy9M9uFY23Q== 0001016504-04-000035.txt : 20040714 0001016504-04-000035.hdr.sgml : 20040714 20040714163310 ACCESSION NUMBER: 0001016504-04-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040714 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040714 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: 04914122 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 inb8kjul14_2004.txt INTEGRATED BIOPHARMA, INC. - JULY 14, 2004 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): July 14, 2004 Integrated BioPharma, Inc. -------------------------- (Exact name of registrant as specified in its charter) Delaware 000-28876 22-2407475 -------- --------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 225 Long Avenue 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 Regulation FD Disclosure. On July 14, 2004, Integrated BioPharma, Inc., a Delaware corporation (the "Company"), issued a press release announcing the mutual execution of an agreement with Hauser Inc. to acquire the Hauser Contract Research Organization. This transaction, which is subject to court approval, is scheduled to close in September 2004. The press release is attached as an exhibit to this Report. Item 7. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description 99.1 Press Release issued by Integrated BioPharma, Inc. on July 14, 2004 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. Date: July 14, 2004 INTEGRATED BIOPHARMA, INC. By: /s/ Eric Friedman Eric Friedman Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description 99.1 Press Release issued by Integrated BioPharma, Inc. on July 14, 2004 EX-99 2 exhibit99_1.txt INTEGRATED BIOPHARMA, INC. - JULY 14, 2004 FOR IMMEDIATE RELEASE Contact: Eric Friedman July 14, 2004 Investor Relations (973) 926-0816 Integrated BioPharma Agrees to Acquire Hauser Contract Research Organization, Continuing Expansion Plan Hillside, N.J., July 14, 2004--Integrated BioPharma, Inc. (AMEX:INB) announced the mutual execution of an agreement with Hauser Inc. to acquire the Hauser Contract Research Organization (Hauser CRO). The transaction, which is subject to court approval, is scheduled to close in September 2004. As an ongoing business, the Hauser CRO is expected to provide revenues, an established customer base and expanded analytical capabilities in support of INB's growth and expansion goals. The Hauser CRO, together with Paxis Pharmaceuticals, Inc., another wholly owned subsidiary, will give INB a complete capability, from inception to commercialization, to create Active Pharmaceutical Ingredients (API) for itself and customers. Hauser CRO is a world leader in the extraction, isolation, purification and synthetic modification of natural products from plant, marine and microbial sources. Hauser CRO provides small scale API Production for clinical trials through commercial applications. In addition, Hauser CRO provides research, process development, analytical services, manufacturing, compliance services and consulting to companies in pharmaceutical, dietary supplement and fine chemical industries. The Hauser CRO acquisition complements and extends INB's expansion into the supply of Active Pharmaceutical Ingredients. Paxis Pharmaceuticals, Inc., a wholly owned subsidiary, is a world leader in the supply of Paclitaxel, the leading anticancer compound. Combined with the Hauser CRO, Paxis now has a substantial platform to leverage its modern and recently updated manufacturing plant into development and manufacturing of a variety of API products, meeting customers' needs as well as its own internal needs. Combined, the companies will operate 6 GMP suites. Paxis will be able to provide complete development of API from concept to production. INB CEO E. Gerald Kay commented that "The CRO acquisition enhances our position as a manufacturer of Active Pharmaceutical Ingredients. This should provide for additional opportunities for both taxane based novel drug candidates and other non taxane based naturally derived and semi-synthetic pharmaceuticals." INB serves the pharmaceutical, biotech and nutraceutical industries. Through several wholly owned subsidiaries, INB develops, manufactures and distributes more than 130 products worldwide. Its subsidiary, Paxis Pharmaceuticals, Inc., develops and operates a state-of-the-art GMP facility for the production and sale of paclitaxel and related drugs. Through its biotech subsidiary, NuCycle Therapy, Inc., INB is developing human therapeutics and preventive cancer compounds in transgenic plants. 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 risk 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-----