UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 2004
INTEGRAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-28353 98-0163519
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
805 W. Orchard Dr., Suite 3, Bellingham, WA 98225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (360) 752-1982
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On January 14, 2003, the Registrant 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 Registrant 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 Registrant 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 Registrant
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 Registrant
believes that the transaction was exempt from registration pursuant to Section
4(2) of the Securities Act and/or Rule 506 of Regulation D.
The Securities Purchase Agreement and a form of the Common Stock Warrant
are included as exhibits to this current report and are incorporated herein by
reference.
On January 20, 2004, the Registrant issued a press release to announce the
transaction. The information contained in the press release is incorporated
herein by reference and filed as Exhibit 99.1.
ITEM 7. EXHIBITS
Exhibit No. Description
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10.16 Securities Purchase Agreement dated December 26, 2003, between
the Registrant and Wellington Management Company, LLP. (Filed
herewith.)
10.17 Form of Common Stock Purchase Warrant related to the offering of
securities described in Exhibit 10.16. (Filed herewith.)
99.1 Press release dated January 20, 2004. (Filed herewith.)
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 hereunto duly authorized.
INTEGRAL TECHNOLOGIES, INC.
/s/ William S. Robinson
By:________________________________
William S. Robinson. CEO
Date: January 28, 2004
EXHIBIT INDEX
Exhibit No. Description
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10.16 Securities Purchase Agreement dated December 26, 2003, between
the Registrant and Wellington Management Company, LLP. (Filed
herewith.)
10.17 Form of Common Stock Purchase Warrant related to the offering of
securities described in Exhibit 10.16. (Filed herewith.)
99.1 Press release dated January 20, 2004. (Filed herewith.)