UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 6, 2001
Commission File Number 000-28876
INTEGRATED HEALTH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2407475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 Route 22
Hillside, New Jersey 07205
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (973) 926-0816
INTEGRATED HEALTH TECHNOLOGIES, INC.
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ITEM 5: OTHER EVENTS AND REGULATION FD DISCLOSURE
Integrated Health Technologies, Inc. has entered into an Agreement and plan
of Reorganization with NuCycle Therapy, Inc. dated as of March 5, 2001 whereby
Chem Acquisition Corp., a wholly-owned subsidiary of Integrated Health
Technologies, Inc. will acquire NuCycle Therapy, Inc. and NuCycle Therapy, Inc
will become a wholly-owned subsidiary of Integrated Health Technologies, Inc.
Under the terms of this agreement, Integrated will issue 333,333 shares of its
common stock and warrants to purchase an additional 500,000 shares of common
stock in exchange for all the outstanding shares of NuCycle stock.. The exercise
price of the warrants is $3.00 per share. The number of shares to be issued by
Integrated shall be reduced by one share for each $1.50 of liabilities of
NuCycle at closing in excess of $500,000.
In addition, each outstanding NuCycle warrant shall be cancelled and shall
represent the right to receive the same number of warrants to purchase
Integrated common stock at a purchase price of $8.00.
The merger is subject to approval by NuCycle stockholders, as well as the
satisfaction of customary closing conditions and requirements.
Integrated Health Technologies, Inc. is a diversified group of companies
providing contract manufacturing of vitamins and nutritional supplements, raw
material sourcing and new product development and technical services to the
nutraceutical and drug industries. It is headquartered in Hillside, New Jersey.
NuCycle Therapy, Inc. is engaged in the development and sale of nutritional
formulations based on plant derived minerals through NuCycle's patented
hyperaccumulation technology.
Integrated's common stock is traded on the Nasdaq SmallCap under the symbol
"IHTC".
Integrated intends to file a registration statement, which will contain a
prospectus of Integrated, and a proxy statement of NuCycle with the Securities
and Exchange Commission. Investors and security holders are urged to read those
documents and any other relevant documents that may be filed with the Securities
and Exchange Commission when they become available. Investors and security
holders will be able to obtain copies of the filed documents free of charge at
the SEC's website, www.sec.gov or from Integrated Health Technologies, Inc., 201
Rt. 22, Hillside, New Jersey 07205.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of March 5, 2001 between
Integrated Health Technologies, Inc. and NuCycle Therapy, Inc.
99.1 Press Release dated March 5, 2001
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTEGRATED HEALTH TECHNOLOGIES, INC.
Date: March 13, 2001 By: /s/ Seymour Flug
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Seymour Flug,
President and Chief Executive Officer
Date: March 13, 2001 By: /s/ Eric Friedman
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Eric Friedman,
Chief Financial Officer
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