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, 2000
[ ] 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 its charter)
NEVADA 98-0163519
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(State or other jurisdiction of (IRS Employer
incorporation or organization) 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 FEBRUARY 9, 2001, THE ISSUER
HAD 26,849,062 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
PAGE
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
F-1
Integral Technologies, Inc. and Subsidiaries
December 31, 2000 & 1999 (unaudited)
Page Intentionally Left Blank F-2
Consolidated Balance Sheets
June 30, 2000 and December 31, 2000 (unaudited) F-3
Consolidated Statements of Operations (Loss)
From Inception (February 12, 1996) to December 31, 2000
(unaudited) and for the three months ended December 31, 2000
and 1999 (unaudited) and for the six months ended December 31,
2000 and 1999 (unaudited) F-4
Consolidated Statements of Changes in Stockholders' Equity
for the period ended December 31, 2000 (unaudited) F-5
Consolidated Statements of Cash Flows
From Inception (February 12, 1996) to December 31, 2000
(unaudited) and for the six months ended December 31, 2000 and
1999 (unaudited) F-6
Notes to Consolidated Financial Statements (unaudited) F-7
ITEM 2. PLAN OF OPERATION. 2
PART II - OTHER INFORMATION 3
SIGNATURES 6
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INTEGRAL TECHNOLOGIES, INC. AND SUBSIDIARIES
FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
(UNAUDITED)
F-1
[THIS PAGE INTENTIONALLY LEFT BLANK]
F-2
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(U.S. DOLLARS)
(UNAUDITED)
DECEMBER 31, JUNE 30,
2000 2000
------------ ------------
ASSETS
CURRENT
Cash $ 818,969 $ 2,908,700
Accounts receivable 37,578 75,641
Inventory 46,842 25,000
Prepaid expenses 165 5,395
------------ ------------
TOTAL CURRENT ASSETS 903,554 3,014,736
PROPERTY AND EQUIPMENT 89,948 41,580
LICENSE AGREEMENTS AND INTANGIBLES 1,422,413 1,462,781
INVESTMENTS 1,250,000 300,000
------------ ------------
TOTAL ASSETS $ 3,665,915 $ 4,819,097
============ ============
LIABILITIES
CURRENT
Accounts payable and accruals $ 600,546 $ 372,441
Due to West Virginia University Research Corporation 397,296 397,296
Customer deposits 13,232 13,232
Short-term loan 45,000 45,000
------------ ------------
TOTAL CURRENT LIABILITIES 1,056,074 827,969
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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
26,352,062 (June 30, 2000 - 26,032,062) issued and outstanding 8,500,261 8,384,781
PROMISSORY NOTES RECEIVABLE (58,500) (58,500)
OTHER COMPREHENSIVE INCOME 46,518 46,293
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (6,442,848) (5,045,856)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 2,609,841 3,991,128
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,665,915 $ 4,819,097
============ ============
F-3
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. DOLLARS)
(UNAUDITED)
PERIOD FROM
INCEPTION TO
FEBRUARY 16,
THREE MONTHS ENDED SIX MONTHS ENDED 1996 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2000 1999 2000 1999 2000
------------ ------------ ------------ ------------ ------------
REVENUE $ 8,571 $ 0 $ 8,571 $ 0 $ 180,988
COST OF SALES 5,360 0 5,360 0 202,548
------------ ------------ ------------ ------------ ------------
3,211 0 3,211 0 (21,560)
------------ ------------ ------------ ------------ ------------
EXPENSES
Salaries and benefits 275,412 60,000 541,348 120,000 1,510,337
Research and development 89,706 42,961 145,153 61,546 1,208,517
Legal and accounting 44,537 10,500 127,653 10,500 592,890
Travel and entertainment 67,326 10,412 109,725 20,738 463,374
Advertising 57,642 1,950 102,787 1,950 211,373
Consulting 38,661 45,250 74,361 95,950 969,782
General and administrative 29,129 7,240 63,955 12,014 299,971
Bad debt 48,750 0 48,750 0 51,318
Rent 19,083 6,536 40,426 11,871 154,526
Telephone 12,920 7,366 28,285 10,743 176,682
Interest on beneficial conversion feature 0 0 0 0 566,456
Write-down of license and operating assets 0 0 0 0 424,654
Bank charges and interest, net (20,725) 15,878 (51,326) 99,780 98,949
Depreciation and amortization 29,325 2,000 52,476 4,000 178,692
------------ ------------ ------------ ------------ ------------
691,766 210,093 1,283,593 449,092 6,907,521
------------ ------------ ------------ ------------ ------------
LOSS BEFORE EXTRAORDINARY ITEM 688,555 210,093 1,280,382 449,092 6,929,081
EXTRAORDINARY ITEM
Cancellation of debt 0 0 0 0 (602,843)
------------ ------------ ------------ ------------ ------------
NET LOSS FOR PERIOD $ 688,555 $ 210,093 $ 1,280,382 $ 449,092 $ 6,326,238
============ ============ ============ ============ ============
NET LOSS PER COMMON SHARE $ (0.03) $ (0.01) $ (0.05) $ (0.01)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 26,332,262 22,735,819 26,182,171 22,255,396
============ ============ ============ ============
F-4
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(U.S. DOLLARS)
(UNAUDITED)
COMMON PREFERRED
STOCK AND STOCK AND DEFICIT
SHARES OF PAID-IN SHARES OF PAID-IN ACCUMULATED
COMMON CAPITAL PREFERRED CAPITAL PROMISSORY OTHER DURING THE TOTAL
STOCK IN EXCESS STOCK IN EXCESS NOTES COMPREHENSIVE DEVELOPMENT STOCKHOLDERS'
ISSUED OF PAR ISSUED OF PAR RECEIVABLE INCOME STAGE EQUITY
---------- ---------- --------- --------- ----------- ------------- ----------- -------------
BALANCE, JUNE 30, 1999 22,087,062 $4,016,267 0 $ 0 $ (284,068) $ 44,679 $(3,508,454) $ 268,424
SHARES ISSUED FOR
Cash on private placement 2,650,000 3,975,000 0 0 0 0 0 3,975,000
Exercise of options 1,245,000 256,700 0 0 0 0 0 256,700
Release from escrow 0 75,558 0 0 0 0 0 75,558
Services 50,000 13,000 0 0 0 0 0 13,000
On settlement of debt 0 0 664,410 664,410 0 0 0 664,410
Stock option benefit 0 48,256 0 0 0 0 0 48,256
Promissory note repayment 0 0 0 0 225,568 0 0 225,568
Foreign currency translation 0 0 0 0 0 1,614 0 1,614
Net loss for the year 0 0 0 0 0 0 (1,537,402) (1,537,402)
---------- ---------- --------- --------- ----------- --------- ----------- -----------
BALANCE, JUNE 30, 2000 26,032,062 8,384,781 664,410 664,410 (58,500) 46,293 (5,045,856) 3,991,128
Exercise of options 20,000 3,000 0 0 0 0 0 3,000
Shares issued for cash 81,885 112,480 0 0 0 0 0 112,480
Dividends on preferred shares 0 0 0 0 0 0 (16,610) (16,610)
Held in escrow 218,115 0 0 0 0 0 0 0
Redeemed 0 0 (100,000) (100,000) 0 0 (100,000) (200,000)
Foreign currency translation 0 0 0 0 0 225 0 225
Net loss for period 0 0 0 0 0 0 (1,280,382) (1,280,382)
---------- ---------- --------- --------- ----------- --------- ----------- -----------
BALANCE, DECEMBER 31, 2000 26,352,062 $8,500,261 564,410 $ 564,410 $ (58,500) $ 46,518 $(6,442,848) $ 2,609,841
========== ========== ========= ========= =========== ========= =========== ===========
F-5
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,
2000 1999 2000
---------------- ------------ ------------
OPERATING ACTIVITIES
Net loss $ (1,280,382) $ (449,092) $ (6,326,238)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 52,476 4,000 195,701
Extraordinary item 0 0 (602,843)
Consulting services and financing fees 0 0 361,719
Stock option compensation benefit 10,124 0 128,980
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
Due from affiliated company 0 0 (116,000)
Notes and accounts receivable 38,063 0 (69,079)
Inventory (21,842) 0 (46,842)
Prepaid expenses 5,230 0 (165)
Deferred revenue 0 0 13,232
Other 0 0 (2,609)
Accounts payable and accruals 11,495 185,514 792,177
Due to West Virginia University 0 0 397,296
Short-term loans 0 0 0
Loans payable 0 0 0
------------ ------------ ------------
CASH USED IN OPERATING ACTIVITIES (1,184,836) (259,578) (4,268,561)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of property, equipment
and intangibles assets (60,476) 0 (195,010)
Assets acquired and liabilities
assumed on purchase of subsidiary 0 0 (129,474)
Investment purchase (950,000) 0 (2,000,000)
License agreement 0 0 (124,835)
------------ ------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (1,010,476) 0 (2,449,319)
------------ ------------ ------------
FINANCING ACTIVITIES
Subscriptions receivable 0 0 0
Liability to issue common stock 0 0 0
Issuance of common stock 105,356 154,579 6,133,513
Advances from stockholders, net of repayments 0 0 984,238
Share issue costs 0 0 (227,420)
Proceeds from convertible debentures 0 200,000 600,000
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 105,356 354,579 7,490,331
------------ ------------ ------------
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 225 0 46,518
------------ ------------ ------------
INFLOW (OUTFLOW) OF CASH (2,089,731) 95,001 818,969
CASH, BEGINNING OF PERIOD 2,908,700 647 0
------------ ------------ ------------
CASH, END OF PERIOD $ 818,969 $ 95,648 $ 818,969
============ ============ ============
F-6
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED DECEMBER 31, 2000
(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 December 31, 2000 and June 30, 2000
and the consolidated results of operations for the six months and three
months ended December 31, 2000 and 1999 and the consolidated statements
of cash flows for the six months ended December 31, 2000 and 1999. The
results of operations for the six months and three months ended
December 31, 2000 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 20,000 shares on exercise of stock options for total
proceeds of $3,000.
(b) redeemed 100,000 preferred shares at $2.00 per share.
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. However, the Company
is still considered a development stage company for accounting purposes. From
inception on February 12, 1996 through December 31, 2000, the Company has
incurred a cumulative net loss of approximately $6,326,238. The Company recorded
revenues of $8,571 during the quarter ended December 31, 2000.
As a result of 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.
ITEM 2. CHANGES IN SECURITIES.
(i) On December 28, 2000, the Company issued 20,000 shares of its
common stock to one person upon exercise of an option pursuant to the Employee
Benefit and Consulting Services Compensation Plan. The Company issued the shares
in consideration for the payment of $3,000. This transaction 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 the transaction was exempt from registration pursuant
to Rule 701 of the Securities Act.
(ii) On January 18, 2001, in consideration of prevailing market
conditions, the Company's Board of Directors extended to the ten holders of
warrants issued on March 31, 2000 in connection with a private placement, an
opportunity to exercise such warrants at a reduced exercise price of $.80 per
share (original exercise price of $1.80), provided that payment is received by
the Company by February 28, 2001.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION.
(i) The Board of Directors accepted the resignation of Denzil Jack
Parsons II as a director of the Company effective December 12, 2000.
(ii) On January 2, 2001, the Company established a stock-based
compensation incentive plan for certain eligible participants which covers up to
2,500,000 shares of common stock of the Company. The purpose of the plan is to
promote the best interests of the Company and its stockholders by providing a
means of non-cash remuneration to selected eligible participants who contribute
most to the operating progress of the Company.
(iii) On January 2, 2001, the Company executed employment agreements
with: (i) William A. Ince, a director and the President, Secretary and CFO of
the Company; and (ii) William S. Robinson, the Chairman, CEO and Treasurer of
the Company. Each employment agreement provides for a two year term, an annual
salary of $156,000 and fully vested options to purchase 240,000 shares of the
Company's common stock at an exercise price of $.65 per share, expiring on
December 31, 2005.
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
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.)
4.1 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 (Filed herewith).
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.
4
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.)
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).
5
10.9 Employment Agreement between Integral and William S. Robinson dated
January 2, 2001 (Filed herewith).
10.10 Employment Agreement between Integral and William A. Ince dated
January 2, 2001 (Filed herewith).
10.11 Integral Technologies, Inc. 2001 Stock Plan dated January 2, 2001
(Filed herewith).
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.
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 13, 2001
6
INDEX TO EXHIBITS
EXHIBIT
NUMBER 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.)
3.2 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 (Filed herewith).
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.)
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 (Filed herewith).
10.10 Employment Agreement between Integral and William A. Ince dated
January 2, 2001 (Filed herewith).
10.11 Integral Technologies, Inc. 2001 Stock Plan dated January 2, 2001
(Filed herewith).
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.)