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 December 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 FEBRUARY 8, 2002, THE ISSUER
HAD 30,122,562 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
PAGE
----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS..............................................F-1
ITEM 2. PLAN OF OPERATION..................................................1
PART II - OTHER INFORMATION.................................................3
SIGNATURES..................................................................5
i
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(U.S. DOLLARS)
(UNAUDITED)
INDEX PAGE
----- ----
FINANCIAL STATEMENTS
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Stockholders' Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-5 - F-7
F-1
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(U.S. DOLLARS)
(UNAUDITED)
============================
DECEMBER 31, JUNE 30,
2001 2001
------------ ------------
ASSETS
CURRENT
Cash $ 33,065 $ 69,556
Accounts receivable 16,037 27,344
Inventory 45,342 46,842
Prepaid expenses 25,165 165
------------ ------------
TOTAL CURRENT ASSETS 119,609 143,907
PROPERTY AND EQUIPMENT 79,445 89,566
INVESTMENTS 1,250,000 1,250,000
------------ ------------
TOTAL ASSETS $ 1,449,054 $ 1,483,473
============ ============
LIABILITIES
CURRENT
Accounts payable and accruals $ 794,884 $ 746,530
Due to West Virginia University Research Corporation 397,296 397,296
Customer deposits 13,232 13,232
------------ ------------
TOTAL CURRENT LIABILITIES 1,205,412 1,157,058
------------ ------------
STOCKHOLDERS' EQUITY
PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR
VALUE
20,000,000 Shares authorized
564,410 (June 30, 2001 - 564,410) issued
and outstanding 564,410 564,410
COMMON STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR
VALUE
50,000,000 Shares authorized
28,632,562 (June 30, 2001 - 26,949,062) issued and 9,585,529 8,900,983
outstanding
SUBSCRIPTIONS RECEIVED 292,250 50,000
PROMISSORY NOTES RECEIVABLE (58,500) (58,500)
OTHER COMPREHENSIVE INCOME 46,267 46,267
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (10,186,314) (9,176,745)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 243,642 326,415
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,449,054 $ 1,483,473
============ ============
See notes to consolidated financial statements. F-2
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. DOLLARS)
(UNAUDITED)
============================ ============ =============== ==============
PERIOD FROM
FEBRUARY 12,
1996
THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2001 2000 2001 2000 2001
------------ ------------ ------------ ------------ --------------
REVENUE $ 6,804 $ 8,571 $ 27,686 $ 8,571 $ 215,312
COST OF SALES 1,500 5,360 13,468 5,360 216,016
------------ ------------ ------------ ------------ ------------
5,304 3,211 14,218 3,211 (704)
------------ ------------ ------------ ------------ ------------
EXPENSES
Consulting 204,548 38,661 417,804 74,361 1,464,333
Salaries and benefits 135,483 275,412 323,852 541,348 2,565,935
Legal and accounting 70,228 44,537 97,663 127,653 952,934
Travel and entertainment 24,864 67,326 49,613 109,725 576,504
General and administrative 36,708 29,129 46,853 63,955 398,297
Rent 8,054 19,083 17,885 40,426 205,563
Telephone 9,338 12,920 17,225 28,285 211,464
Bad debts 0 48,750 14,500 48,750 65,818
Research and development 1,818 89,706 6,509 145,153 1,241,629
Bank charges and interest, net 2,720 (20,725) 5,802 (51,326) 102,106
Advertising 2,788 57,642 5,486 102,787 254,033
Interest on beneficial conversion feature 0 0 0 0 566,456
Write-down of license and operating assets 0 0 0 0 1,806,700
Depreciation and amortization 3,004 29,325 6,485 52,476 231,851
------------ ------------ ------------ ------------ ------------
499,553 691,766 1,009,677 1,283,593 10,643,623
------------ ------------ ------------ ------------ ------------
LOSS BEFORE EXTRAORDINARY ITEM 494,249 688,555 995,459 1,280,382 10,644,327
EXTRAORDINARY ITEM
Cancellation of debt 0 0 0 0 (602,843)
------------ ------------ ------------ ------------ ------------
NET LOSS FOR PERIOD $ 494,249 $ 688,555 $ 995,459 $ 1,280,382 $ 10,041,484
============ ============ ============ ============ ============
NET LOSS PER COMMON SHARE $ (0.02) $ (0.03) $ (0.04) $ (0.05)
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 28,236,958 26,332,262 27,650,331 26,182,171
============ ============ ============ ============ ============
See notes to consolidated financial statements. F-3
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(U.S. DOLLARS)
============ ============ ============ ============ ============ ==============
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 SUBSCRIPTIONS
ISSUED OF PAR ISSUED OF PAR RECEIVED RECEIVABLE
------------ ------------ ------------ ------------ ------------ --------------
BALANCE, JUNE 30, 2000 26,032,062 $ 8,384,781 664,410 $ 664,410 $ (58,500) $ 0
Shares issued for
Private placement 81,885 112,480 0 0 0 0
Exercise of options 517,000 91,515 0 0 0 0
For services 100,000 40,000 0 0 0 0
Held in escrow 218,115 0 0 0 0 0
Stock option compensation 0 272,207 0 0 0 0
Dividends on preferred shares 0 0 0 0 0 0
Share subscriptions 0 0 0 0 0 50,000
Redeemed shares 0 0 (100,000) (100,000) 0 0
Foreign currency translation 0 0 0 0 0 0
Net loss for period 0 0 0 0 0 0
------------ ------------ ------------ ------------ ------------ --------------
BALANCE, JUNE 30, 2001 26,949,062 8,900,983 564,410 564,410 (58,500) 50,000
Shares issued for
Held in escrow 500,000 0 0 0 0 0
Exercise of options 858,500 174,200 0 0 0 0
Exercise of warrants 325,000 130,000 0 0 0 0
Stock option compensation 0 349,910 0 0 0 0
Shares released from escrow 0 30,436 0 0 0 0
Dividends on preferred shares 0 0 0 0 0 0
Share subscriptions 0 0 0 0 0 242,250
Net loss for period 0 0 0 0 0 0
------------ ------------ ------------ ------------ ------------ --------------
BALANCE, DECEMBER 31, 2001 28,632,562 $ 9,585,529 564,410 564,410 $ (58,500) $ 292,250
============ ============ ============ ============ ============ ==============
============== ============ ==============
DEFICIT
ACCUMULATED
OTHER DURING THE TOTAL
COMPREHENSIVE DEVELOPMENT STOCKHOLDERS'
INCOME STAGE EQUITY
-------------- ------------ --------------
BALANCE, JUNE 30, 2000 $ 46,293 $ (5,045,856) $ 3,991,128
Shares issued for
Private placement 0 0 112,480
Exercise of options 0 0 91,515
For services 0 0 40,000
Held in escrow 0 0 0
Stock option compensation 0 0 272,207
Dividends on preferred shares 0 (30,720) (30,720)
Share subscriptions 0 0 50,000
Redeemed shares 0 (100,000) (200,000)
Foreign currency translation (26) 0 (26)
Net loss for period 0 (4,000,169) (4,000,169)
-------------- ------------ --------------
BALANCE, JUNE 30, 2001 46,267 (9,176,745) 326,415
Shares issued for
Held in escrow 0 0 0
Exercise of options 0 0 174,200
Exercise of warrants 0 0 130,000
Stock option compensation 0 0 349,910
Shares released from escrow 0 0 30,436
Dividends on preferred shares 0 (14,110) (14,110)
Share subscriptions 0 0 242,250
Net loss for period 0 (995,459) (995,459)
-------------- ------------ --------------
BALANCE, DECEMBER 31, 2001 $ 46,267 $(10,186,314) $ 243,642
============== ============ ==============
See notes to consolidated financial statements. F-4
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. DOLLARS)
============================ ============
PERIOD FROM
FEBRUARY 12,
1996
(INCEPTION)
SIX MONTHS ENDED THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2001 2000 2001
------------ ------------ ------------
OPERATING ACTIVITIES
Net loss $ (995,459) $ (1,280,382) $(10,041,484)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 10,121 52,476 252,496
Extraordinary item 0 0 (602,843)
Consulting services and financing fees 0 0 417,108
Stock option compensation benefit 349,910 10,124 740,973
Interest on beneficial conversion 0 0 566,456
Settlement of lawsuit 0 0 15,000
Write-down of license and operating assets 0 0 1,806,700
Bad debts 14,500 0 65,818
Changes in non-cash working capital
Due from affiliated company 0 0 (116,000)
Notes and accounts receivable (3,193) 38,063 (113,356)
Inventory 1,500 (21,842) (45,342)
Prepaid expenses (25,000) 5,230 (25,165)
Deferred revenue 0 0 13,232
Other 0 0 (2,609)
Accounts payable and accruals 158,502 11,495 1,082,553
Due to West Virginia University 0 0 397,296
------------ ------------ ------------
CASH USED IN OPERATING ACTIVITIES (489,119) (1,184,836) (5,589,167)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of property, equipment
and intangibles assets 0 (60,476) (200,935)
Assets acquired and liabilities
assumed on purchase of subsidiary 0 0 (129,474)
Investment purchase 0 (950,000) (2,000,000)
License agreement 0 0 (124,835)
------------ ------------ ------------
NET CASH USED BY INVESTING ACTIVITIES 0 (1,010,476) (2,455,244)
------------ ------------ ------------
FINANCING ACTIVITIES
Repayment of loan 0 0 (45,000)
Repayment to stockholders 0 0 (94,046)
Subscriptions received 242,192 0 292,192
Issuance of common stock 210,436 105,356 6,427,199
Advances from stockholders, net of repayments 0 0 1,078,284
Share issue costs 0 0 (227,420)
Proceeds from convertible debentures 0 0 600,000
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 452,628 105,356 8,031,209
------------ ------------ ------------
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 0 225 46,267
------------ ------------ ------------
INFLOW (OUTFLOW) OF CASH (36,491) (2,089,731) 33,065
CASH, BEGINNING OF PERIOD 69,556 2,908,700 0
------------ ------------ ------------
CASH, END OF PERIOD $ 33,065 $ 818,969 $ 33,065
============ ============ ============
See notes to consolidated financial statements. F-5
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 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, 2001 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 December 31, 2001 and June 30, 2001,
the consolidated results of operations for the three months and six
month ended December 31, 2001 and 2000 and the consolidated statements
of cash flows for the six months ended December 31, 2001 and 2000. The
results of operations for the six months and three months ended
December 31, 2001 are not necessarily indicative of the results to be
expected for the entire fiscal year.
2. STOCKHOLDERS' EQUITY
(a) During the period, the Company:
(i) Pursuant to an agreement with Swartz Private Equity
LLC ("Swartz") as described in the notes to the
Company's audited consolidated financial statements
filed as part of the Company's June 30, 2001 Form
10-KSB, the Company issued 67,635 shares for total
proceeds of $30,436 and granted 6,764 stock purchase
warrants exercisable at a price of $0.56 per share.
(ii) Pursuant to the 2001 Plan, granted a total of 575,000
fully vested stock options to employees and
consultants of the Company at an exercise price
ranging from $0.40 to $1.50 per share which will
expire August 31, 2003. 500,000 of the 575,000
options were granted to consultants and have been
recognized applying FASB 123 using the Black-Scholes
option pricing model which resulted in additional
consulting expense for the three months ended
December 31, 2001 of $168,600.
F-6
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 31, 2001
(U.S. DOLLARS)
================================================================================
2. STOCKHOLDERS' EQUITY (Continued)
(iii) 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,
September 30, 2001 2,080,000 $ 0.40 to $ 1.20 $ 0.65
Granted during period 575,000 $ 0.40 to $ 1.50 $ 0.68
Cancelled (200,000) $ 0.50 to $ 1.16 $ 1.00
--------- ---------------- ------
Balance, December 31, 2001 2,455,000 $ 0.40 to $ 1.50 $ 0.63
========= ================ ======
(iv) The Company applies APB Opinion No. 25 and related
interpretations in accounting for its stock options
granted to employees, and accordingly, compensation
expense of $3,000 was recognized as wages expense for
the three month period ended December 31, 2001. 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:
============== ==============
THREE MONTHS SIX MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
2001 2001
-------------- --------------
Net loss, as reported $ (494,249) $ (995,459)
Net loss, pro-forma $ (510,974) $ (1,300,499)
Net loss per share, as reported $ (0.02) $ (0.04)
Net loss per share, pro-forma $ (0.02) $ (0.05)
============== ==============
The fair value of each option grant is calculated
using the following weighted average assumption:
=====
Expected life (years) 2
Interest rate 5.00%
Volatility 62.70%
Dividend yield 0.00%
=====
(v) Amended the 2001 stock plan to increase the number of
options to be granted under this plan from 2,500,000
common shares to 3,500,000 common shares.
F-7
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 31, 2001
(U.S. DOLLARS)
================================================================================
2. STOCKHOLDERS' EQUITY (Continued)
(b) Subsequent to December 31, 2001, the Company:
(i) issued 840,000 shares on exercise of stock options
for total proceeds of $430,250.
(ii) Pursuant to the agreement with Swartz Private Equity
LLC ("Swartz"), issued 547,865 shares for total
proceeds of $734,139 and granted 54,787 share
purchase warrants exercisable at a price of $1.69 per
share.
F-8
ITEM 2. PLAN OF OPERATION.
To date the Company has recorded nominal revenues from operations. The
Company is still considered a development stage company for accounting purposes.
From inception on February 12, 1996 through December 31, 2001, the Company has
accrued an accumulated deficit of approximately $10.2 million.
For the fiscal year ended June 30, 2001, the Company incurred a
one-time write-down of approximately $1.4 million, which represents all
previously capitalized costs associated with the acquisition of a controlling
interest in its subsidiary, Emergent Technologies Corp., and its rights to the
Contrawound Toriodal Helical Antenna technology. This write-down was required
under applicable generally accepted accounting principals because the Company
does not intend to further develop or market this technology in the foreseeable
future.
As a result of the commercial interest in the antenna products of the
Company's subsidiary, Antek Wireless, Inc., the Company presently intends to
focus substantially all of its resources on the commercialization and sales of
the Antek antenna products. As a result, the Company does not anticipate
devoting any of its resources on the research, development and commercialization
of its other technologies during the next twelve months.
The Company's ability to fully-implement its plan of operation during
the last fiscal year was disrupted due to the burden of defending the lawsuit
filed against the Company by IAS Communications, Inc. in May 2000. The lawsuit
was dismissed with prejudice in September 2001, which means that the litigation
has ended and IAS is precluded from pursuing its claims.
The Company expects to now be able to focus on its marketing efforts
through to the end of calendar 2002 on several wireless market segments through
its wholly-owned subsidiary, Antek Wireless, Inc. The primary wireless segment
that the Company will focus on will be mobile asset tracking, facilitated
through the Orbcomm LLC constellation of 35 low-earth orbit ("LEO") satellites.
Potential customers include trucking companies, railway operators and boat/ship
owners. Marketing efforts will also be focused on the wireless office ("local
area network" or "LAN"), cellular and global positioning system ("GPS") markets.
To date, the Company has relied on loans from management and
management's ability to raise capital through debt and equity private placement
financings to fund its operations. During the past two fiscal years, the Company
completed the following financing transactions:
1. In March 2000, the Company completed a private placement of common
stock and common stock purchase warrants which resulted in aggregate cash
proceeds to the Company of nearly $4 million.
2. In May 2000, the Company entered into an Investment 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 $25,000,000. Pursuant to the terms of the Investment Agreement, the Put share
price will be determined and paid to the Company twenty business days after the
date of the Put. The terms of the Investment Agreement are more fully described
in Item 1 (Description of Business) under the subsection entitled "Investment
Agreement with Swartz Private Equity, LLC." During the current fiscal year, the
Company received net proceeds of $30,436 from a Put of 67,635 shares to Swartz
that was completed in October 2001, and an additional $734,139 from a Put of
547,865 shares to Swartz that was completed in January 2002.
1
The Company does not currently have adequate funds available to fund
its operations over the next twelve months. If the Company does not earn
adequate revenues to sufficiently fund operations during 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 market conditions will permit the Company to raise sufficient
funds pursuant to the Investment Agreement with Swartz or 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 legal proceedings
except as previously described in the Company's periodic reports.
ITEM 2. CHANGES IN SECURITIES.
In December 2001, the Company issued 500,000 shares of common stock to
Swartz Private Equity , LLC in connection with a Put pursuant to an Investment
Agreement dated May 11, 2000. The Company believes that the transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended, and/or Rule 506 of Regulation D. The shares are registered for
resale by Swartz pursuant to an effective registration statement of Form SB-2
(file no. 333-41938).
In January 2002, the Company issued 200,000 shares of common stock to
Swartz Private Equity, LLC in connection with a Put pursuant to an Investment
Agreement dated May 11, 2000. The Company believes that the transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended, and/or Rule 506 of Regulation D. The shares are registered for
resale by Swartz pursuant to an effective registration statement of Form SB-2
(file no. 333-41938).
In January 2002, the Company issued an aggregate of 450,000 shares of
common stock to two employees in consideration of the execution of a
"Proprietary, Non-Disclosure and Non-Solicitation Agreement" by each person. A
restrictive legend was placed on each certificate evidencing the shares. The
Company believes that the transactions were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of
Regulation D.
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.
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.)
3.2 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.)
4.3 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, 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
3
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.)
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.)
10.9 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.)
10.12 Integral Technologies, Inc. 2001 Stock Plan dated January 2, 2001, as
amended December 17, 2001. (Incorporated by reference to Exhibit 10.12
of Integral's registration statement on Form S-8 (file no. 333-76058).)
(b) Reports on Form 8-K - None.
4
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: February 12, 2002
5