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 ---------------- ---------------- Commission file number: 0-28353 INTEGRAL TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in it charter) NEVADA 98-0163519 - -------------------------------------------------------------- --------------------------------- (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
805 W. ORCHARD DRIVE, SUITE 3, BELLINGHAM, WASHINGTON 98225 - -------------------------------------------------------------------------------- (Address of principal executive offices) (360) 752-1982 --------------------------- (issuer's telephone number) - -------------------------------------------------------------------------------- (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. 5 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