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, 2003
[ ] 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 (IRS Employer Identification No.)
incorporation or organization)
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 FEBRUARY 9, 2004, THE ISSUER
----------------------------------
HAD 39,869,051 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING.
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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
ITEM 3. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . 2
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 3
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
i
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(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
Note to Consolidated Financial Statements F-6 - F-7
F-1
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(U.S. DOLLARS)
=================================================================================================
DECEMBER 31, JUNE 30,
2003 2003
- -------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash $ 25,801 $ 174,210
Accounts receivable 1,141 1,141
Prepaid expenses 40,704 11,844
- -------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 67,646 187,195
PROPERTY AND EQUIPMENT 42,765 54,282
INVESTMENTS 1 1
- -------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 110,412 $ 241,478
=================================================================================================
LIABILITIES
CURRENT
Accounts payable and accruals $ 505,369 $ 472,254
Due to West Virginia University Research Corporation 397,296 397,296
- -------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 902,665 869,550
- -------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
20,000,000 Shares authorized
321,038 (June 30, 2003 - 439,610) issued and
outstanding 321,038 439,610
COMMON STOCK AND PAID IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
50,000,000 Shares authorized
33,742,551 (June 30, 2003 - 32,923,855) issued and
outstanding 14,070,628 13,335,752
SUBSCRIPTIONS RECEIVED 415,000 211,915
PROMISSORY NOTES RECEIVABLE (66,500) (66,500)
OTHER COMPREHENSIVE INCOME 46,267 46,267
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (15,578,686) (14,595,116)
- -------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (792,253) (628,072)
- -------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 110,412 $ 241,478
=================================================================================================
See notes to consolidated financial statements.
F-2
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(U.S. DOLLARS)
===========================================================================================================================
PERIOD FROM
FEBRUARY 12,
1996
THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2003 2002 2003 2002 2003
- ---------------------------------------------------------------------------------------------------------------------------
REVENUE $ 0 $ 12,351 $ 676 $ 16,749 $ 237,343
COST OF SALES 0 0 0 0 216,016
- ---------------------------------------------------------------------------------------------------------------------------
0 12,351 676 16,749 21,327
OTHER INCOME, CANCELLATION OF DEBT 0 0 0 0 602,843
- ---------------------------------------------------------------------------------------------------------------------------
0 0 0 0 624,170
- ---------------------------------------------------------------------------------------------------------------------------
EXPENSES
Salaries and benefits 103,750 135,185 207,500 246,902 3,463,948
Legal and accounting 112,114 63,960 166,254 83,765 1,342,423
Consulting 40,266 46,712 165,825 94,748 2,321,342
Travel and entertainment 25,587 31,690 50,431 51,481 794,099
General and administrative 21,903 32,224 42,013 58,958 548,430
Telephone 8,296 6,618 16,611 13,778 273,911
Rent 6,706 8,187 14,985 15,439 268,603
Advertising 1,000 4,860 1,000 9,360 272,255
Bank charges and interest, net 198 154 693 339 108,548
Research and development 0 196 0 646 1,244,755
Interest on beneficial conversion feature 0 0 0 0 566,456
Settlement of lawsuit 0 0 0 0 45,250
Bad debts 0 0 0 0 76,571
Remuneration pursuant to
proprietary, non- competition agreement 0 0 0 0 711,000
Financing fees 0 0 0 0 104,542
Write-off of investments 0 0 0 0 1,249,999
Write-down of license and operating assets 0 0 0 0 1,855,619
Depreciation and amortization 5,758 5,758 11,516 11,516 281,620
- ---------------------------------------------------------------------------------------------------------------------------
325,578 335,544 676,828 586,932 15,529,371
- ---------------------------------------------------------------------------------------------------------------------------
NET LOSS FOR PERIOD $ 325,578 $ 323,193 $ 676,152 $ 570,183 $ 14,905,201
===========================================================================================================================
NET LOSS PER COMMON SHARE $ (0.01) $ (0.01) $ (0.02) $ (0.04)
===========================================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 33,734,495 31,494,108 33,722,312 30,961,779
===========================================================================================================================
See notes to consolidated financial statements.
F-3
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(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 SHARE
ISSUED OF PAR ISSUED OF PAR RECEIVABLE SUBSCRIPTIONS
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2002 30,787,562 $12,116,450 439,610 $ 439,610 $ (66,500) $ 0
SHARES ISSUED FOR
Private placement for cash 1,684,000 842,050 0 0 0 0
Settlement of debt 144,793 104,542 0 0 0 0
Services 200,000 196,000 0 0 0 0
Exercise of options 52,500 43,750 0 0 0 0
Exercise of warrants 55,000 27,500 0 0 0 0
Subscription received 0 0 0 0 0 176,665
Stock option compensation 0 5,460 0 0 0 0
Settlement of lawsuit 0 0 0 0 0 35,250
Dividends on preferred shares 0 0 0 0 0 0
Net loss for year 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2003 32,923,855 13,335,752 439,610 439,610 (66,500) 211,915
Dividends on Preferred Shares 0 0 0 0 0 0
Net loss for period 0 0 0 0 0 0
Shares issued for
Cash on private placement 898,336 674,626 0 0 0 (211,915)
Cash on exercise of options 25,000 25,000 0 0 0 0
Settlement of debt 37,500 35,250 0 0 0 0
Redemption of preferred shares(note 2(e)) 0 0 (118,572) (118,572) 0 415,000
Shares returned to treasury for
cancellation (142,140) 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2003 33,742,551 $14,070,628 321,038 $ 321,038 $ (66,500) $ 415,000
============================================================================================================================
=========================================================================================
DEFICIT
ACCUMULATED
OTHER DURING THE TOTAL
COMPREHENSIVE DEVELOPMENT STOCKHOLDERS'
INCOME STAGE EQUITY
- -----------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2002 $ 46,267 $(13,226,223) $ (690,396)
SHARES ISSUED FOR
Private placement for cash 0 0 842,050
Settlement of debt 0 0 104,542
Services 0 0 196,000
Exercise of options 0 0 43,750
Exercise of warrants 0 0 27,500
Subscription received 0 0 176,665
Stock option compensation 0 0 5,460
Settlement of lawsuit 0 0 35,250
Dividends on preferred shares 0 (22,060) (22,060)
Net loss for year 0 (1,346,833) (1,346,833)
- -----------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2003 46,267 (14,595,116) (628,072)
Dividends on Preferred Shares 0 (10,990) (10,990)
Net loss for period 0 (676,152) (676,152)
Shares issued for
Cash on private placement 0 0 462,711
Cash on exercise of options 0 0 25,000
Settlement of debt 0 0 35,250
Redemption of preferred shares(note 2(e)) 0 (296,428) 0
Shares returned to treasury for
cancellation 0 0 0
- -----------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2003 $ 46,267 $(15,578,686) $ (792,253)
=========================================================================================
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,
1996
SIX MONTHS ENDED (INCEPTION)
DECEMBER 31, THROUGH
2003 2002 DECEMBER 31, 2003
- ---------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net loss $ (676,152) $ (570,183) $(14,905,201)
Items not involving cash
Write-down of investment 0 0 1,249,999
Proprietary, non-competition agreement 0 0 711,000
Depreciation and amortization 11,516 12,198 307,175
Extraordinary item 0 0 (602,843)
Consulting services and financing fees 40,000 0 935,400
Stock option compensation benefit 0 0 812,208
Interest on beneficial conversion 0 0 566,456
Settlement of lawsuit 0 0 60,250
Write-down of license and operating assets 0 0 1,853,542
Bad debts 0 0 76,571
CHANGES IN NON-CASH WORKING CAPITAL
Due from affiliated company 0 0 (116,000)
Notes and account receivable 0 3,873 (109,213)
Inventory 0 0 (46.942)
Prepaid expenses (28,859) 7,165 (40,703)
Other 0 0 (2,609)
Accounts payable and accruals 22,124 (48,625) 737,952
Due to West Virginia University Research Corporation 0 0 397,296
- --------------------------------------------------------------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES (631,371) (595,572) (8,115,562)
- --------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of property, equipment and intangible assets 0 0 (200,935)
Assets acquired and liabilities assumed on purchase of subsidiary 0 0 (129,474)
Investment purchase 0 0 (2,000,000)
License agreement 0 0 (124,835)
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CASH USED IN INVESTING ACTIVITIES 0 0 (2,455,244)
- --------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Repayment of loan 0 0 (45,000)
Repayments to stockholders 0 0 (94,046)
Subscriptions received 0 0 226,665
Issuance of common stock 482,962 842,000 9,011,857
Advances from stockholders, net of repayments 0 0 1,078,284
Share issue cost 0 0 (227,420)
Proceeds from convertible debentures 0 0 600,000
- --------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES 482,962 842,000 10,550,240
- --------------------------------------------------------------------------------------------------------------------
EFFECT OF FOREIGN CURRENCY TRANSLATION
ON CASH 0 0 46,267
- --------------------------------------------------------------------------------------------------------------------
INFLOW (OUTFLOW) OF CASH (148,409) 246,428 25,801
CASH, BEGINNING OF PERIOD 174,210 267,795 0
- --------------------------------------------------------------------------------------------------------------------
CASH, END OF PERIOD $ 25,801 $ 514,223 $ 25,801
====================================================================================================================
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, 2003
(UNAUDITED)
(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 of America for interim financial information and pursuant to the
rules and regulations of the Securities and Exchange Commission. 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,
2003 Form 10-KSB.
In the opinion of the Company's management, these consolidated financial
statements reflect all adjustments necessary to present fairly the
Company's consolidated financial position at December 31, 2003 and June 30,
2003 and the consolidated results of operations for the three and six
months and the consolidated statements of cash flows for the six months
ended December 31, 2002 and 2003. The results of operations for the three
and six months ended December 31, 2003 are not necessarily indicative of
the results to be expected for the entire fiscal year.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates and would impact future results
of operations and cash flows.
2. STOCKHOLDERS' EQUITY
(a) During the period ended December 31, 2003, the Company entered into a
private placement whereby the Company issued 898,336 shares at a price
of $0.75 per share and 449,168 share purchase warrants exercisable
within two years with an exercise price of $1.00 per share.
(b) During the period ended December 31, 2003, the Company received for
cancellation 142,140 shares previously issued and held in escrow under
the Swartz agreement which expired during the year ended June 20,
2003.
(c) During the period ended December 31, 2003, the Company issued 37,500
shares as part of the mutual release agreement in settlement of all
claims related to the Joffre J. Rolland and Robin L. Rolland claim.
(d) During the period ended December 31, 2003, the Company issued 25,000
shares at a price of $1.00 per share on exercise of options.
(e) During the period ended December 31, 2003, the Company redeemed
118,572 shares of Series A Convertible Preferred Stock from an
individual. The redemption price of $3.50 per share was used as
consideration for the exercise of 415,000 options to purchase common
stock of the Company at a price of $1.00 per share.
F-6
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 31, 2003
(UNAUDITED)
(U.S. DOLLARS)
================================================================================
3. SUBSEQUENT EVENT
Subsequent to December 31, 2003, the company entered into a private
placement whereby the company issued 57,115 units at $100 per unit for
total gross proceeds of $5,711,500 less a private placement fee of 6% of
gross proceeds. Each unit is comprised of 100 newly issued shares of the
company's common stock and one warrant convertible into 30 additional
shares of common stock. Each Warrant may be exercised in whole or in part
at any time, during the period commencing on April 30, 2004 and expiring on
December 31, 2009, and entitles the holder to receive shares of common
stock for no additional consideration.
F-7
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, 2003, the Company has
accrued an accumulated deficit of approximately $15.6 million.
As a result of the commercial interest in the Company's antenna
technologies, the Company presently intends to focus substantially all of its
resources on the commercialization and sales of Plastenna and Electriplast
technologies, and the Company will not be devoting any of its resources on the
further research, development and commercialization of the other technologies in
which it has an interest.
The Company's business strategy focuses on leveraging its intellectual
property rights on its antenna technologies, its strengths in antenna design,
material innovation, and an understanding of the wireless marketplace.
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 be relying on contract manufacturers
to produce the antenna products.
The Company is focusing its marketing efforts through to the end of
calendar 2004 on wireless market segments. The Company's technology will be
marketed to manufacturers of such wireless devices as cellular phones, portable
phones, paging communicators, satellite communications, global positioning
systems (GPS) and wireless based networks. The Company's GPS/LEO antenna is for
use in mobile asset tracking and fleet management, utilizing GPS satellite
tracking and low earth orbit (LEO) satellite data communications to trucking
fleets, heavy equipment, marine vessels, railway cars, shipping containers,
transit vehicles, all via satellite interface communications. Presently, the
Company is focusing all of its resources on the researching, developing and
commercializing its Plastenna and Electriplast technologies.
The Company anticipates spending approximately $250,000 over the next
twelve months on ongoing research and development of the different applications
and uses of its antenna technologies.
During the next twelve months, the Company does not anticipate increasing
its staff.
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 majority of
financing was completed pursuant to an equity line of credit with the Swartz
Private Equity, LLC ("Swartz"). Pursuant to the terms of an Investment
Agreement with Swartz (executed in May 2000), the Company, in its sole
discretion and subject to certain restrictions, periodically sold ("Put") shares
of common stock to Swartz. The Company received net proceeds of $102,356 from a
Put of 81,885 shares to Swartz during the fiscal year ended June 30, 2001. The
Company received net proceeds of $954,582 from Puts totaling 775,975 shares to
Swartz during the year ended June 30, 2002. The Investment Agreement terminated
in May 2003.
In November 2002, the Company completed a private placement with eight
investors and sold 1,684,000 shares of its common stock at $.50 per share and
warrants to purchase 842,000 shares of its common stock within two years at an
exercise price of $.75 per share. Aggregate proceeds from the sale of the
common stock was $842,000. In connection with the offering, the Company agreed
to use its best efforts to register the shares of common stock (including the
shares underlying the warrants) for resale by the investors within 180 days
after the close of the offering.
In September 2003, the Company completed a private placement with ten
investors and sold 898,336 shares of its common stock at $.75 per share and
warrants to purchase 449,168 shares of its common stock within two years at an
exercise price of $1.00 per share. Aggregate proceeds from the
1
sale of the common stock was $673,752. In connection with the offering, the
Company agreed to use its best efforts to register the shares of common stock
(including the shares underlying the warrants) for resale by the investors
within 180 days after the close of the offering.
Subsequent Event
- -----------------
Subsequent to the end of the quarter covered by this report, on January 14,
2004, the Company completed a private placement of its securities and raised
$5,711,500 in gross proceeds. The transaction is further described in Part II,
Item 5 (below), and in the Company's current report on Form 8-K dated January
14, 2004 (filed January 28, 2004).
As a result of the private placement financing that was completed in
January 2004, the Company will have adequate funds available to fund its
operations over the next twelve months.
ITEM 3. CONTROLS AND PROCEDURES
Based on their most recent evaluation, which was completed as of the end of the
period covered by this periodic report on Form 10-QSB, the Company's Chief
Executive Officer and Chief Financial Officer believe the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are
effective to ensure that information required to be disclosed by the Company in
this report is accumulated and communicated to the Company's management,
including its principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure. During the
fiscal quarter to which this report relates, there were no significant changes
in the Company's internal controls or other factors that could significantly
affect these controls subsequent to the date of their evaluation and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.
2
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There have been no material developments in the pending legal proceeding
previously described in the Company's periodic reports.
ITEM 2. CHANGES IN SECURITIES. - None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION
On January 14, 2004, the Company completed a private placement of its
securities and raised $5,711,500 in gross proceeds. The transaction was
completed pursuant to a Securities Purchase Agreement dated December 26, 2003,
between the Company and Wellington Management Company, LLP, for a private
offering of 57,115 units ("Units") of equity securities, each Unit consisting of
100 shares of common stock (the "Common Stock"), and one warrant (the "Warrant")
convertible into 30 shares of Common Stock, at a purchase price of $100.00 per
Unit. Wellington Management Company, LLP acted as an investment advisor on
behalf of eleven institutional investors (identified on Schedule A of the
Securities Purchase Agreement). By mutual agreement with the Investors, closing
occurred on January 14, 2004.
Each Warrant may be exercised in whole or in part at any time, and from
time to time, during the period commencing on April 30, 2004 and expiring on
December 31, 2009, and entitles the holder to receive shares of common stock for
no additional consideration.
Pursuant to the Securities Purchase Agreement, the Company agreed to file a
registration statement to register the shares of common stock (including the
share of common stock underlying the Warrants), for resale by the investors.
Wells Fargo Securities, LLC, served as placement agent for the Company and
is entitled to a fee of six percent of the gross proceeds raised from the
offering.
The transaction did not involve any public offering, and a restrictive
legend was placed on each certificate evidencing the securities. The Company
believes that the transaction was exempt from registration pursuant to Section
4(2) of the Securities Act and/or Rule 506 of Regulation D.
3
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit No. Description
- ----------- -----------
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.)
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).)
10.13 Employment Agreement between Integral and William S. Robinson
dated July 1, 2002. (Incorporated by reference to Exhibit 10.13
of Integral's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2002.)
10.14 Employment Agreement between Integral and William A. Ince dated
July 1, 2002. (Incorporated by reference to Exhibit 10.13 of
Integral's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2002.)
31.1 Section 302 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
31.2 Section 302 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
32.1 Section 906 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
32.2 Section 906 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
(b) Reports on Form 8-K - None.
Subsequent to the end of the quarter covered by this report, on January 28,
2004, the Company filed a current report on Form 8-K dated January 14, 2004 to
report the information described in Part II, Item 5, above.
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 10, 2004
5
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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.)
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).)
10.13 Employment Agreement between Integral and William S. Robinson
dated July 1, 2002. (Incorporated by reference to Exhibit 10.13
of Integral's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2002.)
10.14 Employment Agreement between Integral and William A. Ince dated
July 1, 2002. (Incorporated by reference to Exhibit 10.13 of
Integral's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2002.)
31.1 Section 302 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
31.2 Section 302 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).
32.1 Section 906 Certification by the Corporation's Chief Executive
Officer. (Filed herewith).
32.2 Section 906 Certification by the Corporation's Chief Financial
Officer. (Filed herewith).