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): June 17, 2005
INTEGRAL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-28353 98-0163519
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
805 W. Orchard Dr., Suite 7, Bellingham, WA 98225
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (360) 752-1982
---------------
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
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.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 20, 2005, Integral Technologies, Inc. (the "Company") entered into an
agreement with The QuanStar Group LLC ("QuanStar"), engaging QuanStar as an
advisor to render strategic and consulting services to the Company, primarily in
connection with the expected high growth worldwide commercialization of the
Company's proprietary ElectriPlast technology.
QuanStar, headquartered in New York, is a strategic, business management-support
company that provides multilevel offerings to high-growth companies. Its
services are provided through the personal and hands-on interaction of its
senior partners, associates, and affiliate executives.
As outlined in the agreement, the scope of services to be provided to the
Company by QuanStar may include: research of business channels, strategic and
negotiation consultation, distributor/client support, governmental channels and
research, manufacturing expansion, international licensees and distributors,
client introductions, and exit planning.
The term of the agreement shall be one year. Unless terminated by either party
at least thirty days prior to the end of the one year term, the agreement shall
automatically be renewed for successive one year periods. The agreement may be
terminated by either party without cause upon thirty days notice at any time
after the first ninety days from the start date, or with cause immediately upon
notice at any time, subject to a ten day cure period.
During the term of the agreement, the Company agreed to pay to QuanStar a
monthly retainer of $15,000 and to reimburse QuanStar for all reasonable
out-of-pocket expenses. The Company also agreed to issue to QuanStar 500,000
shares of restricted common stock of the Company. In addition the Company will
pay to QuanStar a fee equal to 5% of the Net Revenue actually paid to the
Company by new clients or other parties directly introduced by QuanStar. "Net
Revenue" is defined to mean revenue actually received by the Company from third
parties in respect of sales of the Company's products and/or services, license
fees, or research grants, net of taxes payable by the Company with respect to
such amounts and all direct costs incurred by the Company in generating such
revenue.
A copy of the agreement with QuanStar is attached as an exhibit to this report
and is incorporated by reference herein.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
Pursuant the agreement with QuanStar, which is described above under Item 1.01,
the Company issued 500,000 shares of restricted common stock to QuanStar. The
Company believes this transaction was exempt from registration under Section
4(2) and Section 4(6) of the Securities Act of 1933 and/or Rule 506 of
Regulation D. The transaction did not involve a public offering, no sales
commissions were paid, and a restrictive legend was placed on the certificate
evidencing the shares.
ITEM 7.01. REGULATION FD.
On June 20, 2005, the Company issued a press release to announce the agreement
with QuanStar, which is described above under Item 1.01. A copy of the press
release is attached as an exhibit hereto.
1
ITEM 8.01. OTHER EVENTS.
On June 17, 2005, the Company provided a Grant of Option to Thomas Aisenbrey,
the Company's Chief Technical Officer. Pursuant to the Grant of Option, Mr.
Aisebrey was granted an option to acquire 1,000,000 share of common stock of the
Company at an exercise price of $.50 per share, exercisable in whole or in part
at any time until June 30, 2010. The exercise price per share shall
automatically be adjusted down to $.001 per share in the event of a "triggering
event," which is defined as the termination of employment of Mr. Aisenbrey or a
change in control of the Company. A change in control of the Company shall be
deemed to have occurred if there is any sale, exchange or transfer of all or
substantially all of the assets of the Company, or if there is any merger or
share exchange involving the Company, which has the result of effecting a change
in control of the business through a change in management and/or officers and
directors of the Company.
The options and the underlying shares of common stock are subject to
restrictions on transfer, as required by applicable federal and state securities
laws.
A copy of the Grant of Option provided to Mr. Aisenbrey is attached as an
exhibit to this report and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description
- ------- -----------
10.18 Grant of Option provided by the Company to Thomas Aisenbrey dated June
17, 2005. (Filed herewith.)
10.19 Agreement between the Company and The QuanStar Group, LLC dated June
20, 2005. (Filed herewith.)
99.02 Press release dated June 20, 2005. (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.
By: /s/ William A. Ince
-------------------------------------
William A. Ince, President
Date: June 22, 2005
2
EXHIBIT INDEX
-------------
10.18 Grant of Option provided by the Company to Thomas Aisenbrey dated June
17, 2005. (Filed herewith.)
10.19 Agreement between the Company and The QuanStar Group, LLC dated June
20, 2005. (Filed herewith.)
99.02 Press release dated June 20, 2005. (Filed herewith.)