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 September 30, 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.
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(Exact name of small business issuer as specified in it charter)
NEVADA 98-0163519
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
805 W. ORCHARD DRIVE, SUITE 3, BELLINGHAM, WASHINGTON 98225
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(Address of principal executive offices)
(360) 752-1982
---------------------------
(issuer's telephone number)
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(Former name, former address and former fiscal year, if
changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: AS OF NOVEMBER 7, 2001, THE ISSUER
HAD 28,132,562 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
ITEM 2. PLAN OF OPERATION................................................................................1
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
SEPTEMBER 30, 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
(UNAUDITED)
(U.S. DOLLARS)
SEPTEMBER 30, JUNE 30,
2001 2001
------------- ------------
ASSETS
CURRENT
Cash $ 88,105 $ 69,556
Accounts receivable 12,844 27,344
Inventory 46,842 46,842
Prepaid expenses 165 165
------------ ------------
TOTAL CURRENT ASSETS 147,956 143,907
PROPERTY AND EQUIPMENT 84,266 89,566
INVESTMENTS 1,250,000 1,250,000
------------ ------------
TOTAL ASSETS $ 1,482,222 $ 1,483,473
============ ============
LIABILITIES
CURRENT
Accounts payable and accruals $ 721,034 $ 746,530
Due to West Virginia University Research Corporation 397,296 397,296
Customer deposits 13,232 13,232
------------ ------------
TOTAL CURRENT LIABILITIES 1,131,562 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 28,132,562 (June 30, 2001 - 26,949,062)
issued and outstanding 9,383,493 8,900,983
SUBSCRIPTIONS RECEIVABLE 100,000 50,000
PROMISSORY NOTES RECEIVABLE (58,500) (58,500)
OTHER COMPREHENSIVE INCOME 46,267 46,267
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (9,685,010) (9,176,745)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 350,660 326,415
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,482,222 $ 1,483,473
============ ============
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 16, 1996
THREE MONTHS ENDED (INCEPTION)
SEPTEMBER 30, TO
2001 2000 SEPTEMBER 30, 2001
------------ ------------ ------------------
REVENUE $ 20,882 $ 0 $ 208,508
COST OF SALES 11,968 0 214,516
------------ ------------ ------------
8,914 0 (6,008)
------------ ------------ ------------
EXPENSES
Consulting 213,256 35,700 1,259,785
Salaries and benefits 188,369 255,812 2,430,452
Legal and accounting 27,435 83,116 882,706
Travel and entertainment 24,749 42,399 551,640
Bad debts 14,500 0 65,818
General and administrative 10,145 34,826 361,589
Rent 9,831 21,343 197,509
Telephone 7,887 15,365 202,126
Research and development 4,691 55,447 1,239,811
Bank charges and interest, net 3,082 (30,601) 99,386
Advertising 2,698 45,145 251,245
Interest on beneficial
conversion feature 0 10,124 566,456
Write-down of license and
operating assets 0 0 1,806,700
Depreciation and amortization 3,481 23,151 228,847
------------ ------------ ------------
510,124 591,827 10,144,070
------------ ------------ ------------
LOSS BEFORE EXTRAORDINARY ITEM 501,210 591,827 10,150,078
EXTRAORDINARY ITEM
Cancellation of debt 0 0 (602,843)
------------ ------------ ------------
NET LOSS FOR PERIOD $ 501,210 $ 591,827 $ 9,547,235
============ ============ ============
NET LOSS PER COMMON SHARE $ (0.02) $ (0.02)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 27,064,839 26,033,842
============ ============ ============
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 PAID-IN SHARES OF PAID-IN
OF COMMON CAPITAL PREFERRED CAPITAL PROMISSORY
STOCK IN EXCESS STOCK IN EXCESS SUBSCRIPTIONS NOTES
ISSUED OF PAR ISSUED OF PAR RECEIVABLE 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
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 0 178,310 0 0 0 0
Dividends on preferred shares 0 0 0 0 0 0
Share subscriptions 0 0 0 0 0 50,000
Net loss for period 0 0 0 0 0 0
------------ ------------ ------------ ------------ ------------ ------------
BALANCE, SEPTEMBER 30, 2001 28,132,562 $ 9,383,493 564,410 $ 564,410 $ (58,500) $ 100,000
============ ============ ============ ============ ============ ============
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
Exercise of options 0 0 174,200
Exercise of warrants 0 0 130,000
Stock option compensation 0 0 178,310
Dividends on preferred shares 0 (7,055) (7,055)
Share subscriptions 0 0 50,000
Net loss for period 0 (501,210) (501,210)
------------ ------------ ------------
BALANCE, SEPTEMBER 30, 2001 $ 46,267 $ (9,685,010) $ 350,660
============ ============ ============
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
THREE MONTHS ENDED (INCEPTION)
SEPTEMBER 30, THROUGH
2001 2000 SEPTEMBER 30, 2001
------------ ------------ ------------------
OPERATING ACTIVITIES
Net loss $ (501,210) $ (591,827) $ (9,566,910)
Item not involving cash
Depreciation and amortization 5,300 26,276 247,675
Extraordinary item 0 0 (602,843)
Consulting services and financing fees 0 0 417,108
Stock option compensation benefit 178,310 0 589,048
Interest on beneficial conversion 0 10,124 566,456
Settlement of lawsuit 0 0 15,000
Write-down of license and operating assets 0 0 1,806,700
Bad debts 14,500 0 14,500
CHANGES IN NON-CASH WORKING CAPITAL
Due from affiliated company 0 0 (116,000)
Notes and account receivable 0 (1,002) (58,845)
Inventory 0 0 (46,842)
Prepaid expenses 0 5,230 (165)
Deferred revenue 0 0 13,232
Other 0 0 (2,609)
Accounts payable and accruals 91,649 (32,229) 1,015,701
Due to West Virginia University Research Corporation 0 0 397,296
Short-term loans 0 0 0
Loans payable 0 0 0
------------ ------------ ------------
CASH USED IN OPERATING ACTIVITIES (211,451) (583,428) (5,311,498)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of property, equipment and intangible assets 0 (4,800) (200,936)
Assets acquired and liabilities assumed on
purchase of subsidiary 0 0 (129,474)
Investment purchase 0 (575,000) (2,000,000)
License agreement 0 0 (124,835)
------------ ------------ ------------
CASH USED IN INVESTING ACTIVITIES 0 (579,800) (2,455,245)
------------ ------------ ------------
FINANCING ACTIVITIES
Repayment of loan 0 0 (45,000)
Repayments to stockholders 0 0 (94,046)
Issuance of common stock 180,000 0 6,396,763
Advances from stockholders (net of repayments) 0 0 1,078,284
Share issue cost 0 0 (227,420)
Subscriptions received 50,000 0 100,000
Proceeds from convertible debentures 0 0 600,000
------------ ------------ ------------
CASH PROVIDED BY FINANCING ACTIVITIES 230,000 0 7,808,581
------------ ------------ ------------
EFFECT OF FOREIGN CURRENCY TRANSLATION
ON CASH 0 225 46,267
------------ ------------ ------------
INFLOW (OUTFLOW) OF CASH 18,549 (1,163,003) 88,105
CASH, BEGINNING OF PERIOD 69,556 2,908,700 0
------------ ------------ ------------
CASH, END OF PERIOD $ 88,105 $ 1,745,697 $ 88,105
============ ============ ============
See notes to consolidated financial statements.
F-5
INTEGRAL TECHNOLOGIES, INC. (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2001
(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 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 consolidated
financial statements reflect all adjustments necessary to present
fairly the Company's consolidated financial position at September 30,
2001 and June 30, 2001 and the consolidated results of operations and
the consolidated statements of cash flows for the three months ended
September 30, 2000 and 2001. The results of operations for the three
months ended September 30, 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) Pursuant to the 2001 Plan, the Company granted a total of
1,600,000 fully vested stock options to employees and
consultants of the Company at an exercise price ranging from
$0.40 to $1.20 per share which will expire August 31, 2003.
1,060,000 of the 1,600,000 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 of $173,510.
(b) Issued 858,500 shares on exercise of stock options for total
proceeds of $50,000 and repayment of amounts due to directors
of $124,200.
(c) The following table summarizes the Company's stock option
activity for the period:
2001
Weighted
Exercise Average
Number Price Exercise
of Shares Per Share Price
------------ ---------------- ------------
Balance, June 30, 2001 1,338,500 $ 0.15 to $ 0.65 $ 0.35
Granted during the period 1,600,000 $ 0.40 to $ 1.20 0.64
Exercised (858,500) $ 0.15 to $ 0.32 0.20
------------ ---------------- ------------
Balance, September 30, 2001 2,080,000 $ 0.40 to $ 1.20 $ 0.65
============ ================ ============
F-6
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2001
(UNAUDITED)
(U.S. DOLLARS)
2. STOCKHOLDERS' EQUITY (Continued)
(d) The Company applies APB Opinion No. 25 and related
interpretations in accounting for its stock options granted to
employees, and accordingly, compensation expense of $4,800 was
recognized as wages expense. 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 $ (501,210)
Net loss, pro-forma (794,325)
Net loss per share, as reported $ (0.02)
Net loss per share, pro-forma $ (0.03)
The fair value of each option grant is calculated using the
following weighted average assumption:
Expected life (years) 2
Interest rate 5.00%
Volatility 59.538
Dividend yield 0.00%
(e) issued 325,000 shares on exercise of stock warrants for total
proceeds of $130,000.
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 September 30, 2001, the Company has
accrued an accumulated deficit of approximately $9.7 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 over the
past 16 months 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
utilizing the Company's new line of flat panel antennas.
The Company anticipates spending approximately $250,000 over the next
twelve months on ongoing research and development of the different applications
and uses Antek antenna products.
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.
In April 2000, Antek opened a sales and operations facility in San
Jose, California. In June 2001, the Company determined that these functions
could be handled from the Bellingham, Washington office and the facility was
closed. As a result, the Company has reduced its monthly operating costs by
approximately $80,000 through the elimination of the San Jose facility.
During the next twelve months, the Company's subsidiary, Antek,
anticipates increasing its staff by approximately two to four people in order to
further enhance its management team.
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.
1
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." 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, and an additional $30,436 from a Put of 67,635 shares to Swartz that
was completed in October 2001.
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 of the legal
proceedings described in the Company's annual report on Form-KSB for the year
ended June 30, 2001.
The following occurred during the quarter ended September 30, 2001:
By Court Order dated September 24, 2001, the U.S. District Court Judge
adopted the recommendation of the Magistrate Judge and dismissed with prejudice
the case filed by IAS Communications, Inc. against the Company and its
subsidiaries. The Magistrate's recommendation was made after IAS failed to
appear at prior court hearings and failed to provide information ordered to be
produced, which prompted the Magistrate Judge to ordered IAS to pay certain
costs and attorneys' fees to the Company. Accordingly, no further claims exist
in the litigation, and IAS is precluded from pursuing its claims.
IAS had filed the lawsuit against Integral, NextAntennas.com, Inc. (now
"Antek Wireless, Inc."), Emergent Technologies Corporation and Jack Parsons in
May 2000 in the United States District Court for the Northern District of West
Virginia, alleging damages for claims relating primarily to license rights to
the contrawound toroidal helical antenna technology.
ITEM 2. CHANGES IN SECURITIES.
In August 2001, the Company issued an aggregate of 858,500 shares of
its common stock to 3 persons (including two officers) 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 $.33 per share. The
Company issued the shares in consideration for an aggregate of $52,305 in cash
and $124,200 in lieu of accrued salaries payable. 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.
In September 2001, the Company issued an aggregate of 325,000 shares to
eight persons pursuant to the exercise of warrants previously issued in
connection with a private placement in March 2000, for aggregate proceeds of
$130,000. In August 2001, the exercise price of the warrants had been
temporarily reduced from $1.80 to $.40 per share through September 2001. The
transaction did not involve any public offering, 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 Section 4(2) and Section 4(6) of the Securities Act 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.
(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.)
3
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. (Incorporated by reference
to Exhibit 4.8 of Integral's Form 10-QSB for the quarter ended
December 31, 2000 filed February 14, 2001.)
4.9 Form of Addendum Letter dated August 16, 2001 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 4.9 of Integral's
Form 10-KSB for the year ended June 30, 2001 filed October 11,
2001.)
4
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. (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
filed February 14, 2001.)
(b) Reports on Form 8-K - None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTEGRAL TECHNOLOGIES, INC.
By: /s/ William S. Robinson
------------------------------------
William S. Robinson, Chairman, Chief
Executive Officer, Treasurer and
Director
By: /s/ William A. Ince
------------------------------------
William A. Ince, President,
Secretary, Chief Financial Officer
and Director
Date: November 9, 2001
6