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) January 14, 2003
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INTEGRATED HEALTH TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-28876 22-2407475
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
201 Route 22, Hillside, New Jersey 07205
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 926-0816
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
Natex/Paxis Transactions
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Integrated Health Technologies, Inc. (the "Company") has entered into a
letter of intent (the "Letter of Intent") with Trade Investment Services LLC
("TIS") to acquire all of the interests of TIS in Natex LLC, a limited liability
company formed under the laws of the Republic of Georgia ("Natex"). TIS interest
in Natex consists of fifty percent (50%) of the total membership interests. In
consideration for the acquisition of TIS' interests in Natex (the "Natex
Acquisition"), TIS shall receive from the Company $1,020,000 payable in shares
of the Company's common stock valued on the basis of the average closing price
per share for the thirty (30) trading days immediately preceding the first
public disclosure of the Company's intention to engage in the Natex Acquisition.
Natex is a recently formed company engaged in the business of harvesting and
collecting taxis baccatta botanical materials from government properties in the
Republic of Georgia, pursuant to a license from and supervision by the Georgian
government. Natex processes the materials to extract precursor Paclitaxel and
intends to sell the extract to Paxis Pharmaceuticals, Inc. ("Paxis") pursuant to
an exclusive supply contract with Paxis. Paxis is a Delaware company formed to
convert the extract to finished U.S.P. Paclitaxel in its Boulder, Colorado
facilities with the intention of selling that bulk Paclitaxel to other entities
which, in turn, convert it to dosage form or combine it with other substances,
in both cases for sale and distribution as a cancer therapy drug.
The Letter of Intent between the Company and TIS also contemplates that
the Company and TIS will enter into a second agreement which will provide that
the Company will make available $7 million in the form of a loan to Paxis prior
to May 1, 2003. If the Company is successful in completing such financing of
which no assurance can be given, TIS will sell and the Company will purchase
from TIS all of its interests in Paxis which consists of fifty percent (50%) of
the equity of Paxis, on July 1, 2003, in exchange for $500,000 payable at the
closing, and twenty-five percent (25%) of the after-tax profits of Paxis until
TIS has received an additional $49,500,000 (the "Paxis Acquisition"). The
transactions described above are subject to the execution of definitive
agreements, due diligence and certain conditions of closing. Paxis acquired a
manufacturing facility which had been used to produce Paclitaxel from Hauser,
Inc. Paxis is in the process of addressing the FDA requirements for the
manufacture of Paclitaxel at this facility.
The Company has also entered into a letter of intent to acquire all of
the Paxis common stock owned by Dean Stull, Bill Keeney and Patricia Flick (the
"Boulder Management Team") which represents 4% in the aggregate of the issued
and outstanding shares of common stock of Paxis (the "Boulder Acquisition") from
the Boulder Management Team in exchange for receiving from the Company $180,000
payable in shares of the Company's common stock valued on the basis of the
average closing price per share for the thirty (30) trading days immediately
preceding the first public disclosure of the Company's intention to engage in
the Boulder Acquisition. The Boulder Management Team will also enter into
three-year employment contracts with Paxis.
Both Natex and Paxis were formed last year. Neither company has any
revenue to date. Significant additional capital will be needed by both companies
to begin selling the bulk Paclitaxel. Both companies will be subject to various
risks associated with a new venture
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including, among others: operating in a foreign country which may have a
political, economic, legal and regulatory environment which may differ
significantly from the U.S. including the exporting of products, repatriation of
capital and exchange rate fluctuations; setting up manufacturing facilities;
complying with regulatory requirements for manufacturing pharmaceutical
products; marketing and selling the product; and operating profitably.
There can be no assurance that the acquired companies can be operated
profitably.
E. Gerald Kay, the Chairman of the Board of the Company and beneficial
owner of approximately fifty percent (50%) of the stock of the Company (or,
approximately sixty-two percent (62%) if family trusts of which he is a Trustee
are attributed to him), is the owner of one-third (1/3) of the equity of TIS.
Robert Kay, the brother of E. Gerald Kay, is also the owner of one-third (1/3)
of the equity of TIS. Carl DeSantis, the father of Dean DeSantis who is a
director of the Company, is the owner of one-third (1/3) of the equity of TIS.
NuCycle Transaction
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The Company has entered into a letter of agreement with NuCycle
Acquisition Corp. ("NuCycle") to acquire NuCycle (the "NuCycle Acquisition") in
exchange for NuCycle receiving from the Company $178,000 payable in shares of
the Company's common stock valued on the basis of the average closing price per
share for the thirty (30) trading days immediately preceding the first public
disclosure of the Company's intention to engage in the NuCycle Acquisition and
twenty-five (25%) of the after-tax profits of NuCycle until the shareholders of
NuCycle have received an additional $5,000,000. The transaction is subject to
the execution of definitive agreements, due diligence, and certain conditions of
closing including receipt of Board Approval.
NuCycle through its wholly-owned subsidiary, NuCycle Therapy, Inc. is
engaged in the development and sale of nutritional formulations based on
plant-derived minerals through patented hyperaccumulation technology. NuCycle
has had no significant sales to date. Significant additional capital will be
needed for NuCycle to pursue other applications of its technologies. There can
be no assurance that NuCycle will be able to achieve significant sales or that
it will be able to obtain additional capital to pursue other applications of its
technologies.
E. Gerald Kay, the Chairman of the Board of the Company, a principal
stockholder of the Company, Seymour Flug, the President and Chief Executive
Officer of the Company, and Carl DeSantis, the father of Dean DeSantis, who is a
director of the Company, collectively own approximately seventy-one percent
(71%) of NuCycle.
Forward-Looking Statements
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Statements in this section regarding the Company's intention to
consummate the transactions described above are forward-looking statements.
There are a number of important factors that could cause actual events to differ
materially from those suggested or indicated by such forward-looking statements.
These include, among others, the need to raise equity capital, results of due
diligence, general economic conditions, and other factors identified in the
Company's Annual Report on Form 10-KSB and most recent Quarterly Reports on Form
10-QSB filed with the SEC.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
NONE
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SIGNATURES
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: January 14, 2003 By: /s/ Seymour Flug
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Seymour Flug
President and Chief Executive
Officer
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