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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 4, 2005
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NUTRACEA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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CALIFORNIA 0-32565 87-0673375
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1261 HAWK'S FLIGHT COURT
EL DORADO HILLS, CALIFORNIA 95762
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (916) 933-7000
SAME
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 4, 2005, NutraCea and The RiceX Company ("RiceX") announced the
execution of an Agreement and Plan of Merger and Reorganization, dated as of
April 4, 2005 ("Merger Agreement"), by and among NutraCea, Red Acquisition
Corporation, a wholly-owned subsidiary of NutraCea ("Merger Sub"), and RiceX,
pursuant to which, Merger Sub will merge with and into RiceX ("Merger"). As a
result of the Merger, RiceX will become a wholly-owned subsidiary of NutraCea.
At the effective time of the Merger, the stockholders of RiceX will receive
shares of NutraCea common stock in exchange for their shares of RiceX common
stock, and NutraCea will assume the outstanding options and warrants to purchase
RiceX common stock. NutraCea anticipates that the aggregate number of shares of
Nutracea common stock that will be issued to the holders of RiceX common stock
upon the Merger will be between approximately 28,000,000 and 36,000,000 shares.
In addition, after the Merger, NutraCea anticipates that the RiceX security
holders will hold between approximately 42% and 48% of the combined company on a
fully diluted basis, which includes shares underlying NutraCea and RiceX options
and warrants. The number of shares of NutraCea common stock issuable to RiceX
stockholders is subject to adjustment for certain events, including the market
price of NutraCea common stock and the number of outstanding RiceX options and
warrants on the effective date of the Merger.
Simultaneously with the execution of the Merger Agreement, all of RiceX's
directors and three of RiceX's executive officers, holding approximately 18% of
the outstanding RiceX common stock, entered into a voting agreement with
NutraCea, and three NutraCea executive officers, holding approximately 21% of
the outstanding NutraCea common stock, entered into a voting agreement with
RiceX. Under the terms of the voting agreements, the foregoing officers and
directors of NutraCea and RiceX agreed to vote their shares in favor of the
Merger, the Merger Agreement and the transactions contemplated thereby.
Following the Merger, the board of directors of NutraCea will consist of
three representatives from NutraCea, three representatives from RiceX and one
representative mutually designated by NutraCea and RiceX. The Merger, the Merger
Agreement and the transactions contemplated thereby have been approved by the
boards of directors of both NutraCea and RiceX.
The closing of the transactions contemplated by the Merger Agreement is
subject to the satisfaction of customary conditions, including (i) approval by
the respective stockholders of NutraCea and RiceX, (ii) a determination of the
fairness of the terms and conditions of the Merger at a hearing before the
Commissioner of Corporations for the State of California (iii) holders of no
more than 17% of the outstanding shares of NutraCea common stock having
exercised dissenters' rights with respect to their shares by virtue of the
Merger, and (iv) holders of no 5% of the outstanding shares of RiceX common
stock having exercised dissenters' rights with respect to their shares by virtue
of the Merger.
As disclosed in previous filings made by NutraCea with the Securities and
Exchange Commission ("SEC"), RiceX is NutraCea's principal supplier of
stabilized rice bran, and NutraCea subleases its principal executive offices
from RiceX. In addition, RiceX's Chairman of the Board and the Former Chief
Executive Officer, Daniel L. McPeak, Sr., is the spouse of Patricia McPeak,
RiceX's former director and Presdent, and current Chief Executive Officer for
and director of NutraCea. Mr McPeak recused himself from the vote taken by the
board of directors of RiceX to approve the Merger. Additional information
regarding these relationships can be found in NutraCea's Annual Report on Form
10-KSB for the year ended December 31, 2004 filed with the SEC on March 31,
2005.
A copy of the Merger Agreement is attached as Exhibit 2.1 and is
incorporated herein by reference. The foregoing description of the Merger
Agreement in this Current Report on Form 8-K is qualified in its entirety by
reference to the full text of the Merger Agreement. A copy of the joint press
release issued by NutraCea and RiceX announcing the signing of the Merger
Agreement is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
In connection with the proposed merger, NutraCea will prepare a proxy
statement for its stockholders to be filed with the SEC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, NUTRACEA'S STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The Proxy Statement will be available free of charge (when
available) at the SEC's website, www.sec.gov, and stockholders of NutraCea will
also be able to obtain the proxy statement free of charge (when available) by
directing their requests to NutraCea, 1261 Hawk's Flight Court, El Dorado Hills,
California 95762, Attention: Investor Relations, 916-933-7000.
NutraCea and its directors and executive officers may be deemed, under SEC
rules, to be soliciting proxies from NutraCea's stockholders in favor of the
proposed Merger. Information regarding the identity of these persons, and their
interests in the solicitation, will be set forth in a proxy statement to be
filed with the SEC, and will be available free of charge at the SEC's website,
www.sec.gov, and stockholders of NutraCea will also be able to obtain the proxy
statement free of charge by directing their requests to NutraCea, 1261 Hawk's
Flight Court, El Dorado Hills, California 95762, Attention: Investor Relations,
916-933-7000.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
April 4, 2005, by and among NutraCea, The RiceX Company and
Red Acquisition Corporation.
99.1 Joint Press Release issued by NutraCea and The RiceX Company on
April 4, 2005.
SIGNATURE
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.
NUTRACEA
Date: April 4, 2005 By: /s/ Patricia McPeak
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Patricia McPeak,
Chief Executive Officer
(Duly Authorized Officer)