UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number: 0-28353
INTEGRAL TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in it charter)
NEVADA 98-0163519
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
805 W. ORCHARD DRIVE, SUITE 3, BELLINGHAM, WASHINGTON 98225
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(Address of principal executive offices)
(360) 752-1982
---------------------------
(issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: AS OF MAY 18, 2001, THE ISSUER HAD
26,949,062 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
PART I - FINANCIAL INFORMATION PAGE
----
ITEM 1. FINANCIAL STATEMENTS.
Integral Technologies, Inc. and Subsidiaries
March 31, 2001 (unaudited) F-1
Consolidated Balance Sheets
June 30, 2000 and March 31, 2001 (unaudited) F-2
Consolidated Statements of Operations and Deficit From Inception (February 12,
1996) to March 31, 2001 (unaudited) and for the three months ended March 31,
2001 and 2000 (unaudited) and for the nine months ended
March 31, 2001 and 2000 (unaudited) F-3
Consolidated Statements of Changes in Stockholders' Equity
for the period ended March 31, 2001 (unaudited) F-4
Consolidated Statements of Cash Flows From Inception (February 12, 1996) to
March 31, 2001 (unaudited) and for the nine months ended
March 31, 2001 and 2000 (unaudited) F-5
Notes to Consolidated Financial Statements (unaudited) F-6
ITEM 2. PLAN OF OPERATION. 2
PART II - OTHER INFORMATION 3
SIGNATURES 6
i
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(U.S. DOLLARS)
(UNAUDITED)
INDEX PAGE
- ----- ----
FINANCIAL STATEMENTS
Consolidated Balance Sheets F-2
Consolidated Statements of Operations and Deficit F-3
Consolidated Statements of Stockholders' Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6
F-1
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(U.S. DOLLARS)
(UNAUDITED)
MARCH 31, JUNE 30,
2001 2000
----------- -----------
ASSETS
CURRENT
Cash $ 215,769 $ 2,908,700
Accounts receivable 27,344 75,641
Inventory 46,842 25,000
Prepaid expenses 165 5,395
----------- -----------
TOTAL CURRENT ASSETS 290,120 3,014,736
PROPERTY AND EQUIPMENT 90,089 41,580
LICENSE AGREEMENTS AND INTANGIBLES 1,402,230 1,462,781
INVESTMENTS 1,250,000 300,000
----------- -----------
TOTAL ASSETS $ 3,032,439 $ 4,819,097
=========== ===========
LIABILITIES
CURRENT
Accounts payable and accruals $ 503,289 $ 372,441
Due to West Virginia University Research Corporation 397,296 397,296
Customer deposits 13,232 13,232
Short-term loan 0 45,000
----------- -----------
TOTAL CURRENT LIABILITIES 913,817 827,969
----------- -----------
STOCKHOLDERS' EQUITY
PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
20,000,000 Shares authorized
564,410 (June 30, 2000 - 664,410) issued and outstanding 564,410 664,410
COMMON STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
50,000,000 Shares authorized
26,849,062 (June 30, 2000 - 26,032,062) issued and outstanding 8,932,396 8,384,781
PROMISSORY NOTES RECEIVABLE (58,500) (58,500)
OTHER COMPREHENSIVE INCOME 46,267 46,293
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (7,365,951) (5,045,856)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 2,118,622 3,991,128
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,032,439 $ 4,819,097
=========== ===========
See notes to consolidated financial statements.
F-2
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED OPERATIONS AND DEFICIT
(UNAUDITED)
(U.S. DOLLARS)
PERIOD FROM
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS FEB. 16, 1996
ENDED ENDED ENDED ENDED (INCEPTION) THROUGH
MARCH 31, 2001 MARCH 31, 2000 MARCH 31, 2001 MARCH 31, 2000 MARCH 31, 2001
-------------- -------------- -------------- -------------- -------------------
REVENUE $ 0 $ 0 $ 8,571 $ 0 $ 180,988
COST OF SALES 0 0 5,360 0 202,548
------------ ------------ ------------ ------------ ------------
0 0 3,211 0 (21,560)
------------ ------------ ------------ ------------ ------------
EXPENSES
Interest on beneficial conversion feature $ 0 $ 0 $ 0 $ 0 $ 566,456
Write-down of license and operating assets 0 0 0 0 424,652
Research and development 23,763 5,427 168,916 66,976 1,232,280
Travel and entertainment 38,431 23,553 148,156 44,290 501,805
Consulting 44,972 119,308 119,333 215,258 1,014,754
Salaries and benefits (note 2(b)) 596,436 126,704 1,137,784 246,705 2,106,773
Legal and accounting 102,381 92,484 230,034 102,984 695,271
Bank charges and interest, net (3,311) (42,563) (54,637) 57,216 95,638
Advertising 30,109 11,269 132,896 13,219 241,482
Telephone 5,620 12,623 33,905 23,365 182,302
General and administrative 34,774 24,109 98,729 36,119 334,745
Rent 17,815 12,835 58,241 24,706 172,341
Minority interest's share of subsidiary's losses 0 (1,085) 0 (13,394) 0
Depreciation and amortization 25,058 2,000 77,534 6,000 203,750
Bad debt 0 0 48,750 0 51,318
------------ ------------ ------------ ------------ ------------
916,048 386,664 2,199,641 823,444 7,823,567
------------ ------------ ------------ ------------ ------------
LOSS BEFORE EXTRAORDINARY ITEM 916,048 386,664 2,196,430 823,444 7,845,127
EXTRAORDINARY ITEM
Cancellation of debt 0 0 0 0 (602,843)
------------ ------------ ------------ ------------ ------------
NET LOSS FOR PERIOD $ 916,048 $ 386,664 $ 2,196,430 $ 823,444 $ 7,242,284
============ ============ ============ ============ ============
NET LOSS PER COMMON SHARE $ 0.03 $ 0.02 $ 0.08 $ 0.04
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 26,791,749 22,717,479 26,356,807 22,417,870
============ ============ ============ ============ ============
See notes to consolidated financial statements.
F-3
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(U.S. DOLLARS)
(UNAUDITED)
COMMON PREFERRED
STOCK AND STOCK AND
SHARES OF PAID-IN SHARES OF PAID-IN
COMMON CAPITAL PREFERRED CAPITAL PROMISSORY
STOCK IN EXCESS STOCK IN EXCESS NOTES
ISSUED OF PAR ISSUED OF PAR RECEIVABLE
---------- ----------- --------- ----------- -----------
BALANCE, JUNE 30, 1999 22,087,062 $ 4,016,267 0 $ 0 $ (284,068)
Shares Issued for
Cash on private placement 2,650,000 3,975,000 0 0 0
Exercise of options 1,245,000 256,700 0 0 0
Release from escrow 0 75,558 0 0 0
Services 50,000 13,000 0 0 0
On settlement of debt 0 0 664,410 664,410 0
Stock option benefit 0 48,256 0 0 0
Promissory note repayment 0 0 0 0 225,568
Foreign currency translation 0 0 0 0 0
Net loss for the year 0 0 0 0 0
---------- ----------- ------- ----------- -----------
BALANCE, JUNE 30, 2000 6,032,062 8,384,781 664,410 664,410 (58,500)
Exercise of options 517,000 91,515 0 0 0
Shares issued for cash 81,885 112,480 0 0 0
Dividends on preferred shares 0 0 0 0 0
Held in escrow 218,115 0 0 0 0
Stock option benefit(note 2(b)) 0 343,620 0 0 0
Redeemed 0 0 (100,000) (100,000) 0
Foreign currency translation 0 0 0 0 0
Net loss for period 0 0 0 0 0
---------- ----------- ------- ----------- -----------
BALANCE, MARCH 31, 2001 26,849,062 $ 8,932,396 564,410 $ 564,410 $ (58,500)
========== =========== ======= =========== ===========
DEFICIT
ACCUMULATED
OTHER DURING THE TOTAL
COMPREHENSIVE DEVELOPMENT STOCKHOLDERS'
INCOME STAGE EQUITY
------------- ------------- -------------
BALANCE, JUNE 30, 1999 $ 44,679 $(3,508,454) $ 268,424
Shares Issued for
Cash on private placement 0 0 3,975,000
Exercise of options 0 0 256,700
Release from escrow 0 0 75,558
Services 0 0 13,000
On settlement of debt 0 0 664,410
Stock option benefit 0 0 48,256
Promissory note repayment 0 0 225,568
Foreign currency translation 1,614 0 1,614
Net loss for the year 0 (1,537,402) (1,537,402)
----------- ----------- -----------
BALANCE, JUNE 30, 2000 46,293 (5,045,856) 3,991,128
Exercise of options 0 0 91,515
Shares issued for cash 0 0 112,480
Dividends on preferred shares 0 (23,665) (23,665)
Held in escrow 0 0 0
Stock option benefit(note 2(b)) 0 0 343,620
Redeemed 0 (100,000) (200,000)
Foreign currency translation (26) 0 (26)
Net loss for period 0 (2,196,430) (2,196,430)
----------- ----------- -----------
BALANCE, MARCH 31, 2001 $ 46,267 $(7,365,951) $ 2,118,622
=========== =========== ===========
See notes to consolidated financial statements.
F-4
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(U.S. DOLLARS)
PERIOD FROM
FEBRUARY 12,
NINE MONTHS ENDED 1996
MARCH 31 (INCEPTION)
---------------------------- THROUGH
2001 2000 MARCH 31, 2001
----------- ----------- --------------
OPERATING ACTIVITIES
Net loss $(2,196,430) $ (823,444) $(7,242,284)
Adjustments to reconcile net loss to
net cash used in operating activities 0 (13,394) 0
Extraordinary item 0 0 (602,843)
Consulting services and financing fees 0 0 361,719
Depreciation and amortization 77,534 6,593 220,759
Stock option compensation benefit 353,744 0 372,598
Interest on beneficial conversion 0 0 566,456
Settlement of lawsuit 0 0 15,000
Write-down of license and operating assets 0 0 424,654
Changes in non-cash working capital
Accounts receivables 48,297 (171,211) (58,845)
Inventory (21,842) 0 (46,842)
Prepaid expenses 5,230 0 (165)
Promissory notes receivable 0 250,000 0
Due from affiliated company 0 0 (116,000)
Accounts payable and accruals (92,816) 223,535 687,866
Other 0 0 (2,609)
Due to West Virginia University
Research Corporation 0 0 397,296
Deferred revenue 0 0 13,232
----------- ----------- -----------
NET CASH USED BY OPERATING ACTIVITIES (1,826,283) (527,921) (4,910,008)
----------- ----------- -----------
INVESTING ACTIVITIES
Purchase of property, equipment and
intangibles assets (65,492) 0 (200,027)
Assets acquired and liabilities assumed
on purchase of subsidiary 0 0 (129,474)
Investment in and advances to affiliated
Companies (950,000) 0 (2,000,000)
License agreements 0 0 (124,835)
----------- ----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (1,015,492) 0 (2,454,336)
----------- ----------- -----------
FINANCING ACTIVITIES
Advances from stockholders 0 0 1,078,284
Repayments to stockholders 0 0 (94,046)
Liability to issue common stock 0 3,991,000 0
Proceeds from issuance of common stock 148,871 234,308 6,177,028
Proceeds from convertible debentures 0 0 600,000
Repayment of long term debt 0 (94,988) 0
Share issue costs 0 0 (227,420)
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 148,871 4,130,320 7,533,846
----------- ----------- -----------
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH (27) 1,614 46,267
----------- ----------- -----------
INCREASE (DECREASE) IN CASH (2,692,931) 3,604,013 215,769
CASH, BEGINNING OF PERIOD 2,908,700 647 0
----------- ----------- -----------
CASH, END OF PERIOD $ 215,769 $ 3,604,660 $ 215,769
=========== =========== ===========
See notes to consolidated financial statements.
F-5
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2001
(U.S. DOLLARS)
1. BASIS OF PRESENTATION
These unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United
States for interim financial information. These financial statements
are condensed and do not include all disclosures required for annual
financial statements. The organization and business of the Company,
accounting policies followed by the Company and other information are
contained in the notes to the Company's audited consolidated financial
statements filed as part of the Company's June 30, 2000 Form 10-KSB.
In the opinion of the Company's management, these financial statements
reflect all adjustments necessary to present fairly the Company's
consolidated financial position at March 31, 2001 and June 30, 2000,
the consolidated results of operations for the nine months and three
month ended March 31, 2001 and 2000 and the consolidated statements of
cash flows for the nine months ended March 31, 2001 and 2000. The
results of operations for the nine months and three months ended March
31, 2001 are not necessarily indicative of the results to be expected
for the entire fiscal year.
2. STOCKHOLDERS' EQUITY
During the period, the Company
(a) issued 497,000 shares on exercise of stock options for total
proceeds of $41,515 and repayment of a note payable for total
$40,000.
(b) pursuant to the Company's 1996 Incentive Compensation plan as
subsequently amended in 1999, the company granted 209,500
stock options, and at the same time cancelled 209,000 stock
options previously granted. The 209,500 new stock options were
granted to consultants and have been recognized applying SFAS
123 using the Black-Scholes option pricing model which
resulted in additional compensation expense of $92,500.
The Company extended the expiration date for 700,000 stock
options expiring January 30, 2001 to January 30, 2002. As a
result of this change, these options became variable and an
additional compensation expense of $251,120 was charged to
operations.
(c) adopted a non-qualified stock option plan "Integral
Technologies, Inc. 2001 Stock Plan" (the "2001 Plan") under
which the Company may issue up to 2,500,000 stock options and
stock bonuses of common stock of the Company to provide
incentives to officers, directors, key employees and other
persons who contribute to the success of the Company.
Pursuant to the 2001 Plan, the Company granted a total of
480,000 fully vested stock options to two directors of the
Company at an exercise price of $0.65 per share which will
expire December 31, 2005.
F-6
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2001
(U.S. DOLLARS)
2. STOCKHOLDERS' EQUITY (CONTINUED)
(d) the following table summarizes the Company's stock option
activity for the period:
WEIGHTED
EXERCISE AVERAGE
NUMBER PRICE EXERCISE
OF SHARES PER SHARE PRICE
--------- ---------------- --------
BALANCE DECEMBER 31, 2000 1,590,000 $ 0.15 to $ 2.00 $0.27
Granted during the period 689,500 $ 0.15 to $ 1.17 $0.45
Cancelled (209,000) $ 0.15 $0.15
Expired (393,500) $ 0.15 to $ 0.20 $0.15
Exercised (497,000) $ 0.15 to $ 0.20 $0.19
--------- ---------------- -----
BALANCE MARCH 31, 2001 1,180,000 $ 0.15 to $ 0.65 $0.26
========= ================ =====
(e) The Company applies APB Opinion No. 25 and related
interpretations in accounting for its stock options granted to
employees, and accordingly, no compensation expense was
recognized. Had compensation expense been determined as
provided in SFAS 123 using the Black-Scholes option - pricing
model, the pro-forma effect on the Company's net loss and per
share amounts would have been as follows:
Net loss, as reported $ (2,196,430)
Net loss, pro-forma (2,369,230)
Net loss per share, as reported $ (0.08)
Net loss per share, pro-forma $ (0.09)
=============
The fair value of each option grant is calculated using the
following weighted average assumptions:
Expected life (years) 4
Interest rate 5.00%
Volatility 61.04%
Dividend yield 0.00%
=====
F-7
ITEM 2. PLAN OF OPERATION.
The Company recorded revenues of $172,417 from operations for the first time in
the fourth quarter of the fiscal year ended June 30, 2000. The Company, however,
remains a development stage company for accounting purposes. From inception on
February 12, 1996 through March 31, 2001, the Company has incurred a cumulative
net loss of approximately $7,365,951. The Company recorded no revenues during
the quarter ended March 31, 2001.
As a result of anticipated commercial interest in the antenna products of the
Company's subsidiary, Antek Wireless, Inc., the Company intends to continue to
focus substantially all of its resources on the commercialization and sales of
the Antek antenna products. As a result, the Company will devote a limited
amount of its resources on the research, development and commercialization of
its other technologies during the next twelve months.
While management believes that each of the Antek antenna products is ready to be
commercialized, ongoing research and development will be necessary over the next
twelve months and will be focused on adapting and "fine-tuning" the antenna
products for different applications and uses. The Company has filed three
provisional patent applications with the U.S. Patent and Trademark Office for
various Antek antenna products, and anticipates filing additional provisional
patent applications as warranted over the next twelve months.
The Company is not in the manufacturing business and does not expect to make any
capital purchases of a manufacturing plant or significant equipment in the next
twelve months. The Company will rely on contract manufacturers to produce its
antenna products.
During the next twelve months, Antek plans to further enhance its current
management team. Additionally, Antek anticipates that it will create additional
sales and administrative positions as necessary to meet anticipated customer
demand.
On May 11, 2000, the Company entered into an Investment Agreement and a
Registration Rights Agreement with Swartz Private Equity, LLC ("Swartz").
Pursuant to the terms of the Investment Agreement, the Company may, in its sole
discretion and subject to certain restrictions, periodically sell ("Put") shares
of common stock to Swartz for up to an aggregate of $25 million. On September
26, 2000, the Company issued 300,000 shares to Swartz pursuant to a Put of up to
that number of shares. The number of shares purchased and the price per share
were determined pursuant to the terms of the Investment Agreement. The September
26, 2000 Put resulted in Swartz purchasing 81,885 shares for net proceeds to the
Company of $102,356. The balance of 218,115 shares shall remain outstanding for
use in connection with a subsequent put(s).
Management believes that the Company has adequate financial resources to fund
its operations over the next three to six months. If the Company does not earn
adequate revenues to sufficiently fund operations following this time period,
the Company will attempt to raise capital through the sale of its securities
pursuant to the Investment Agreement with Swartz. There can be no assurance,
however, that additional financing will be available when needed or on terms
acceptable to the Company.
2
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. There have been no material developments in any of
the legal proceedings described in the Company's annual report on Form 10-KSB
for the year ended June 30, 2000.
On August 9, 2000, the Company filed a Petition for Order to Compel
Arbitration against Joffre Rolland in the District Court of Clark County, State
of Nevada (the "Nevada Action"). The purpose of the Petition for Order to Compel
Arbitration was to require Joffre Rolland, a former employee, to arbitrate
employment issues that had arisen under a contract he had entered into with the
Company. On November 3, 2000, the Nevada Court ordered Joffre Rolland to
arbitrate the dispute in the State of Nevada. Joffre Rolland has failed to
arbitrate the matter.
Instead of arbitrating as required by the Nevada Court Order, Joffre
Rolland and Robin Rolland (the "Rollands") filed suit against the Company and
Emergent Technologies in October 2000 in the Circuit Court of Harrison County,
West Virginia. The Rolland's Complaint alleges that the Rollands suffered
damages due to the breach of two employment contracts. The Company has denied
the allegations and maintains that the lawsuit is improper because (1) it
violates the Nevada Court Order requiring arbitration; and (2) it violates the
employment contracts, which require the parties to arbitrate any dispute. Even
though the clerk of Harrison County entered default against the Company, the
Court denied the Rollands' demand for default judgment. The Company is
attempting to set aside the clerk's entry and staying the proceedings in light
of the Nevada Court Order and the arbitration clause in the contract.
ITEM 2. CHANGES IN SECURITIES.
During the quarter ended March 31, 2001, the Company issued an
aggregate of 517,000 shares of its common stock to 6 persons upon exercise of
options pursuant to the Employee Benefit and Consulting Services Compensation
Plan. The options had various exercise prices, ranging from $0.15 to $1.16 per
share. The Company issued the shares in consideration for an aggregate of
$91,500. These transactions did not involve any public offering, the securities
were issued under a plan structured in compliance with Rule 701 of the
Securities Act, no sales commissions were paid, and a restrictive legend was
placed on each certificate evidencing the shares. The Company believes that each
transaction was exempt from registration pursuant to Rule 701 of the Securities
Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: Exhibit Number and Brief Description
2.1 Agreement and Plan of Reorganization between Integral and Integral
Vision Systems, Inc. dated March 11, 1997. (Incorporated by reference
to Exhibit 2.1 of Integral's registration statement on Form 10-SB (file
no. 0-28353) filed December 2, 1999.)
2.2 Agreement and Plan of Reorganization between Integral and Emergent
Technologies Corporation dated December 10, 1997. (Incorporated by
reference to Exhibit 2.2 of Integral's registration statement on Form
10-SB (file no. 0-28353) filed December 2, 1999.)
3.1 Articles of Incorporation, as amended and currently in effect.
(Incorporated by reference to Exhibit 3.1 of Integral's registration
statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
3
3.2 Bylaws, as amended and restated on December 31, 1997. (Incorporated by
reference to Exhibit 3.2 of Integral's registration statement on Form
10-SB (file no. 0-28353) filed December 2, 1999.)
4.1 Form of Securities Purchase Agreement between Integral and certain
parties related to the purchase of Integral common stock to be
registered pursuant to this offering. (Incorporated by reference to
Exhibit 4.1 of Integral's registration statement on Form SB-2 (file no.
333-41938) filed July 21, 2000.)
4.2 Form of Common Stock Purchase Warrant related to the offering of
securities described in Exhibit 4.1. (Incorporated by reference to
Exhibit 4.1 of Integral's registration statement on Form SB-2 (file no.
333-41938) filed July 21, 2000.)
4.3 Investment Agreement dated May 11, 2000, by and between Integral and
Swartz Private Equity, LLC. (Incorporated by reference to Exhibit 4.1
of Integral's registration statement on Form SB-2 (file no. 333-41938)
filed July 21, 2000.)
4.4 Warrant to purchase common stock issued to Swartz Private Equity, LLC
on May 11, 2000, exercisable to purchase an aggregate of 495,000 shares
of common stock at $1.306 per share (subject to adjustment) until
December 13, 2004, granted to Swartz in connection with the offering of
securities described in Exhibit 4.3. (Incorporated by reference to
Exhibit 4.1 of Integral's registration statement on Form SB-2 (file no.
333-41938) filed July 21, 2000.)
4.5 Registration Rights Agreement, dated May 11, 2000, by and between
Integral and Swartz Private Equity, LLC, related to the registration of
the common stock to be sold pursuant to Exhibit 4.3. (Incorporated by
reference to Exhibit 4.1 of Integral's registration statement on Form
SB-2 (file no. 333-41938) filed July 21, 2000.)
4.6 Warrant to Purchase Common Stock to be issued from time to time in
connection with the offering of securities described in Exhibit 4.3
(Incorporated by reference to Exhibit 4.1 of Integral's registration
statement on Form SB-2. (file no. 333-41938) filed July 21, 2000.)
4.7 Warrant Side Agreement dated May 11, 2000 between Integral and Swartz
related to the offering of securities described in Exhibit 4.3.
(Incorporated by reference to Exhibit 4.1 of Integral's registration
statement on Form SB-2 (file no. 333-41938) filed July 21, 2000.)
4.8 Form of Addendum Letter sent by Integral to the ten holders of warrants
issued March 31, 2000 in connection with the offering described in
Exhibits 4.1 and 4.2. (Incorporated by reference to Exhibit 4.8 of
Integral's Form 10-QSB for the quarter ended December 31, 2000 filed
February 14, 2001.)
10.1 Sublicense Agreement between Integral's subsidiary, Emergent
Technologies Corporation, and Integral Concepts, Inc., dated January 2,
1996, relating to the Toroidal Helical Antenna. (Incorporated by
reference to Exhibit 10.1 of Integral's registration statement on Form
10-SB (file no. 0-28353) filed December 2, 1999.)
10.2 Agreement between Integral and West Virginia University Research
Corporation on Behalf of West Virginia University dated February 9,
1996, relating to RF Quarter-Wave Coaxial Cavity Resonator.
(Incorporated by reference to Exhibit 10.2 of Integral's registration
statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
10.3 Agreement between Integral and West Virginia University Research
Corporation on Behalf of West Virginia University dated February 9,
1996, relating to Counterfeit Currency. Determination Prototype.
(Incorporated by reference to Exhibit 10.3 of Integral's registration
statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
4
10.4 Sublicense Agreement between Integral Concepts, Inc. and Integral dated
February 15, 1996, relating to the design, construction and operation
of a Plasma Ignition System. (Incorporated by reference to Exhibit 10.4
of Integral's registration statement on Form 10-SB (file no. 0-28353)
filed December 2, 1999.)
10.7 Employee Benefit And Consulting Services Compensation Plan, as restated
January 10, 1999. (Incorporated by reference to Exhibit 10.7 of
Integral's registration statement on Form 10-SB (file no. 0-28353)
filed December 2, 1999.)
10.8 Sublicense Agreement between Integral's subsidiary, Integral Vision
Systems, Inc., and Integral Concepts, Inc., dated February 15, 1994,
relating to vision system technologies. (Incorporated by reference to
Exhibit 10.8 of Integral's registration statement on Form 10-SB/A-1
(file no. 0-28353) filed February 8, 2000.)
10.9 Employment Agreement between Integral and William S. Robinson dated
January 2, 2001. (Incorporated by reference to Exhibit 10.9 of
Integral's Form 10-QSB for the quarter ended December 31, 2000 filed
February 14, 2001.)
10.10 Employment Agreement between Integral and William A. Ince dated January
2, 2001. (Incorporated by reference to Exhibit 10.10 of Integral's Form
10-QSB for the quarter ended December 31, 2000 filed February 14,
2001.)
10.11 Integral Technologies, Inc. 2001 Stock Plan dated January 2, 2001.
(Incorporated by reference to Exhibit 10.11 of Integral's Form 10-QSB
for the quarter ended December 31, 2000 and February 14, 2001.)
21.2 Subsidiaries of Integral (Incorporated by reference to Exhibit 21.2 of
Integral's registration statement on Form SB-2 (file no. 333-41938)
filed July 21, 2000.)
(b) Reports on Form 8-K - None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTEGRAL TECHNOLOGIES, INC.
By: /s/ William S. Robinson
-----------------------------------------
William S. Robinson, Chairman, Chief
Executive Officer, Treasurer and Director
By: /s/ William A. Ince
-----------------------------------------
William A. Ince, President, Secretary,
Chief Financial Officer and Director
Date: May 21, 2001
6