================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______ COMMISSION FILE NUMBER: 0-28420 Integ Incorporated ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Minnesota 41-1670176 - ------------------------------ ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 2800 Patton Road, St. Paul, MN 55113 - --------------------------------------- --------- (Address of principal executive offices) (Zip Code) Telephone Number: (651) 639-8816 --------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes[X] No [ ] As of August 11, 1998, the registrant had 9,526,267 shares of $.01 par value common stock issued and outstanding. ================================================================================ INTEG INCORPORATED INDEX ----- PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements Balance Sheets as of June 30, 1998 and December 31, 1997 3 Statements of Operations for the three and six months ended June 30, 1998 and 1997 and for the period from April 3, 1990 (inception) through June 30, 1998 4 Statements of Cash Flows for the three and six months ended June 30, 1998 and 1997 and for the period from April 3, 1990 (inception) through June 30, 1998 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION Item 2. Changes in Securities (Use of proceeds from public offering) 10 Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 2 INTEG INCORPORATED (A Development Stage Company] BALANCE SHEETS JUNE 30 December 31 1998 1997 -------------- ------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 15,186,396 $ 21,776,757 Prepaid expenses 120,125 137,037 ------------ ------------ Total current assets 15,306,521 21,913,794 ------------ ------------ Furniture and equipment 9,626,794 8,464,943 Less accumulated depreciation (2,169,489) (1,644,051) ------------ ------------ 7,457,305 6,820,892 Other assets 252,610 481,607 ------------ ------------ TOTAL ASSETS $ 23,016,436 $ 29,216,293 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,364,768 $ 1,384,551 Current portion of capital lease obligations 163,599 155,901 Current portion of long-term debt 1,036,061 799,913 ------------ ------------ Total current liabilities 2,564,428 2,340,365 ------------ ------------ Long-term liabilities: Capital lease obligations, less current portion 76,094 159,673 Long-term debt, less current portion 2,983,910 2,870,061 ------------ ------------ Total long-term liabilities 3,060,004 3,029,734 ------------ ------------ Shareholders' equity: Common Stock 94,645 93,667 Additional paid-in capital 54,489,348 54,518,671 Deficit accumulated during the development stage (37,026,965) (30,438,348) ------------ ------------ 17,557,028 24,173,990 Deferred compensation (165,024) (327,796) ------------ ------------ Total shareholders' equity 17,392,004 23,846,194 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 23,016,436 $ 29,216,293 ============ ============ 3 INTEG INCORPORATED (A development State Company) STATEMENT OF OPERATIONS (UNAUDITED) Period from Three Months Ended Six Months Ended April 3, 1990 June 30 June 30 (Inception) to --------------------------------- -------------------------------- June 30 1998 1997 1998 1997 1998 -------------- -------------- -------------- ------------ ------------- OPERATING EXPENSES: Research and development $ 1,597,242 $ 1,154,369 $ 3,303,144 $ 2,296,072 $ 19,389,293 Manufacturing development 602,899 585,703 1,283,171 1,138,941 6,280,360 Clinical and regulatory 295,030 304,944 623,198 575,770 2,992,572 General and administrative 552,861 520,306 1,051,304 1,052,094 7,855,488 Sales and marketing 259,892 225,001 342,348 448,519 2,538,198 ------------ ------------ ------------ ------------ ------------ OPERATING LOSS (3,307,924) (2,790,323) (6,603,165) (5,511,396) (39,055,911) ------------ ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE): Interest income 241,849 416,099 525,510 839,093 4,064,388 Interest expense (309,531) (149,469) (605,610) (312,927) (1,904,190) Other (net) 91,873 -- 94,648 -- (131,252) ------------ ------------ ------------ ------------ ------------ 24,191 266,630 14,548 526,166 2,028,946 ------------ ------------ ------------ ------------ ------------ NET LOSS FOR THE PERIOD AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE $ (3,283,733) $ (2,523,693) $ (6,588,617) $ (4,985,230) $(37,026,965) ============ ============ ============ ============ ============ NET LOSS PER SHARE: Basic and diluted ($ 0.35) ($ 0.27) ($ 0.70) ($ 0.54) ($ 14.85) ============ ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: Basic and diluted 9,462,297 9,293,020 9,430,701 9,231,907 2,493,079 ============ ============ ============ ============ ============ 4 INTEG INCORPORATED (A Development Stage Company) STATEMENTS OF CASH FLOWS Period from Three Months Ended Six Months Ended April 3, 1990 June 30 June 30 (Inception) to ----------------------------- ------------------------------ June 30 1998 1997 1998 1997 1998 ----------------------------- ------------------------------ ------------- OPERATING ACTIVITIES: Net loss $ (3,293,733) $ (2,523,693) $ (6,598,617) $ (4,985,230) $(37,036,965) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 269,264 185,813 525,438 340,759 2,205,654 Deferred compensation amortization 22,423 73,926 52,227 147,853 1,049,756 Amortization of loan committment fee 96,207 -- 196,822 77,463 446,896 Loss on sale of equipment and deposit write-off -- -- -- -- 95,645 Value of options and warrants related to debt financing, lease guarantee, extension of options and consulting services 4,586 5,751 9,212 11,501 380,348 Changes in operating assets and liabilities: Receivables -- 46,085 -- 82,297 (28,829) Prepaid expenses and other assets 23,465 (54,970) 17,846 2,290 (212,161) Accounts payable and accrued expenses 158,584 11,602 (9,783) (351,875) 1,374,768 ------------ ------------ ------------ ------------ ------------ Net cash used in operating activities (2,719,204) (2,255,486) (5,806,855) (4,674,942) (31,724,888) ------------ ------------ ------------ ------------ ------------ INVESTING ACTIVITIES: Purchase of furniture and equipment (992,042) (1,770,109) (1,161,851) (3,006,170) (8,956,566) Proceeds from sale of furniture and equipment -- -- -- -- 46,829 ------------ ------------ ------------ ------------ ------------ Net cash used in investing activities (992,042) (1,770,109) (1,161,851) (3,006,170) (8,909,737) ------------ ------------ ------------ ------------ ------------ FINANCING ACTIVITIES: Proceeds from sale of Convertible Preferred Stock -- -- -- -- 22,789,732 Proceeds from bridge loan debt -- -- -- -- 2,900,000 Proceeds from borrowings under loan agreement -- -- 754,989 1,749,594 5,103,142 Payments on long-term debt (198,250) (28,665) (382,962) (131,844) (913,825) Payments on capital lease obligations (38,258) (35,618) (75,881) (70,109) (454,372) Proceeds from sale of Common Stock 4,687 13,062 82,199 21,312 26,396,344 ------------ ------------ ------------ ------------ ------------ Net cash provided by financing activities (231,821) (51,221) 378,345 1,568,953 55,821,021 ------------ ------------ ------------ ------------ ------------ (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (3,943,067) (4,076,816) (6,590,361) (6,112,159) 15,186,396 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 19,129,463 31,844,265 21,776,757 33,879,608 -- ------------ ------------ ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,186,396 $ 27,767,449 $ 15,186,396 $ 27,767,449 $ 15,186,396 ============ ============ ============ ============ ============ 5 INTEG INCORPORATED (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (1) BASIS OF PRESENTATION The accompanying financial statements, which are unaudited except for the balance sheet as of December 31, 1997, have been prepared in accordance with instructions to Form 10-Q and do not include all the information and notes required by Generally Accepted Accounting Principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the financial statements and accompanying notes from the Company's Annual Report on Form 10-K for the year ended December 31, 1997 filed with the Securities and Exchange Commission. (2) NET LOSS PER SHARE Net loss per share is computed using the weighted average number of shares of common stock outstanding during the periods presented. In 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share. Statement 128 replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented, and where appropriate, restated to conform to the Statement 128 requirements. (3) EQUIPMENT LOAN AGREEMENT During 1996, the Company entered into an equipment loan agreement which provides for borrowings up to $12.5 million to finance the purchase of equipment and fixtures including automated manufacturing equipment and tooling. Loans are paid back monthly over a four year period. The obligation of the lender to make additional loans expires December 31, 1998. The Company has borrowed a total of $5.1 million under this agreement as of June 30, 1998. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Form 10-Q and in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer of the Company, the words or phrases "believes," "anticipates," "expects," "intends," "will likely result," "estimates," "projects" or similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve risks and uncertainties that may cause the Company's actual results to differ materially from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, the following: risks associated with the development of a new technology; dependence on the LifeGuide System and the uncertainty of market acceptance; history of operating losses and expectation of future losses; limited clinical testing and sales and marketing experience; uncertainty of obtaining Food and Drug Administration clearances; heightened competition and risk of technological obsolescence; risks associated with the lack of manufacturing capability and dependence on contract manufacturers and suppliers; risks associated with the company's dependence on proprietary technology, including those related to adequacy of patent and trade secret protection; risks associated with retaining key personnel and attracting additional qualified skilled personnel; and the risks associated with raising additional funds. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances after the date of such statements. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Company's business. Such forward-looking statements are qualified in their entirety by the cautions and risk factors set forth under "Cautionary Statement" filed as Exhibit 99.1 to this Form 10-Q. GENERAL Integ, a development stage company, was incorporated on April 3, 1990 to develop the LifeGuide System, a next generation, hand-held glucose monitoring product for use by people with diabetes that avoids the pain and blood associated with conventional "finger-stick" technologies. Utilizing the Company's proprietary interstitial fluid sampling technology, the LifeGuide System will allow people with diabetes to frequently self-monitor their glucose levels without repeatedly enduring the pain of lancing their fingers to obtain a blood sample. From inception through June 30, 1998, the Company has incurred losses totaling $37 million, consisting of $19.4 million of research and development expenses, $7.9 million of general and administrative expenses, $6.3 million of manufacturing development expenses and $3.4 million of other expenses net of interest income. The Company's activities have consisted primarily of research and product development, product design, and development of the manufacturing equipment and processes and marketing strategies needed for the introduction of the LifeGuide System. The Company 7 has generated no revenue and has sustained significant operating losses each year since inception. The Company expects such losses to continue for the next several years. The Company's future success is entirely dependent upon the successful development, commercialization and market acceptance of the LifeGuide System, the development of which is ongoing and the complete efficacy of which has not yet been demonstrated. The Company is currently focused on the research and development activities necessary to modify the current design in order for the LifeGuide System to meet the Company's product specifications. RESULTS OF OPERATIONS Comparison of Three and Six Months Ended June 30, 1998 and 1997 General: The Company's net loss totaled $3,283,733 and $6,588,617 during the three and six months ended June 30, 1998, up from $2,523,693 and $4,985,230 during the same periods in 1997. The Company expects net losses to continue for the next several years. Research and development expenses: Research and development expenses increased 38% to $1,597,242 during the three months ended June 30, 1998 from $1,154,369 during the same period in 1997. This increase was primarily due to increases in consulting and contractor expenses ($258,000), pilot plant costs allocated to research and development ($240,000), increased staffing costs ($62,000) as well as the one-time charge for the workforce reduction ($96,000). The impact of these expense increases was partially offset by reductions in prototype expenses ($146,000) and recruitment ($50,000). For the first half of 1998, research and development expenses increased 44% to $3,303,144, up from $2,296,072 during the first half of 1997. The year-to-date increase in research and development expenses is the result of pilot plant costs allocated to research and development ($519,000), increases in consulting and contractor expenses ($417,000), higher staffing costs ($191,000) and the one-time charge for the workforce reduction ($96,000). These increases were partially offset by lower prototype expenses ($204,000). Manufacturing development expenses: Manufacturing development expenses increased 3% to $602,899 during the three months ended June 30, 1998 from $585,703 during the same period in 1997. The increase in manufacturing development expenses is primarily attributable to increases in samples and prototype expense ($119,000), depreciation ($99,000) and the one-time charge for the workforce reduction ($78,000). These increases were partially offset by pilot plant costs allocated to research and development ($240,000) and a decrease in staffing costs ($55,000). Manufacturing development expenses increased 13% to $1,283,171 during the six months ended June 30, 1998 from $1,138,941 during the same period in 1997. This increase is a combination of higher samples and prototype expenses ($384,000), depreciation expense ($197,000) and the one-time charge for the workforce reduction ($78,000), partially offset by pilot plant costs allocated to research and development ($519,000). Clinical and regulatory expenses: Clinical and regulatory expenses decreased 3% to $295,030 during the three months ended June 30, 1998 from $304,944 during the same period in 1997. This decrease is primarily due to decreases in recruitment expenses ($25,000) and lower staffing costs ($14,000), offset by the one-time charge for the workforce reduction ($39,000). For the first half of 1998, clinical and regulatory expenses increased 8% to $623,198 as compared to $575,770 during the first half of 1997. This increase is largely due to higher staffing costs ($48,000), the one-time charge for the workforce reduction ($39,000) and increased occupancy charges ($14,000). These increases were partially offset by lower recruitment expenses ($32,000) and lower travel expenses ($20,000). 8 General and administrative expenses: General and administrative expenses increased 6% to $552,861 during the three months ended June 30, 1998 from $520,306 during the same period in 1997. This increase is primarily attributable to increases in legal fees ($34,000), recruitment expenses ($26,000), directors fees and expenses ($18,000) as well as the one-time charge for the workforce reduction ($16,000). These increases were partially offset by lower staffing costs ($48,000) and deferred compensation charges ($11,000). For the first half of 1998, general and administrative expenses totaled $1,051,304 as compared to $1,052,094 for the same period in 1997. Although there was not a large fluctuation in total expenses, there were large changes in individual expenses. Increases in recruitment expenses ($68,000), legal and audit fees ($33,000), as well as the one-time charge for the workforce reduction ($16,000) were offset by lower staffing costs ($100,000) and deferred compensation ($22,000). Sales and marketing expenses: Sales and marketing expenses increased 16% to $259,892 during the three months ended June 30, 1998 from $225,001 during the same period in 1997. This increase was due to the one-time charge for the workforce reduction ($173,000) which was partially offset by decreases in staffing costs ($50,000), deferred compensation charges ($28,000), advertising and promotion expenses ($25,000), consulting expenses ($18,000) and investor and public relations expenses ($14,000). For the first half of 1998, sales and marketing expenses decreased 31% to $342,348 from $448,519 during the first half of 1997. This decrease was due to decreases in staffing costs ($87,000), advertising and promotion ($70,000), deferred compensation charges ($52,000), website expenses ($47,000) and consulting expenses ($22,000) which were partially offset by the one-time charge for the workforce reduction ($173,000). Interest Income: Interest income decreased to $241,849 and $525,510 for the three and six month periods ended June 30, 1998, compared to $416,099 and $839,093 during the comparable 1997 periods. The decrease resulted from lower average balances of cash and cash equivalents. Interest expense: Interest expense increased to $309,531 and $605,610 for the three and six month periods ended June 30, 1998, compared to $149,469 and $312,927 for the same periods in 1997. The increase in interest expense is attributable to increased borrowings against the equipment loan agreement signed in 1996. Approximately $5.1 million was borrowed as of June 30, 1998 as compared to $3.1 million as of June 30, 1997. Other income: Other income totaled $91,873 and $94,648 for the three and six month periods ended June 30, 1998. These amounts primarily consisted of a receivable written off in a prior year which was paid in full ($26,000) and money received from the state of Minnesota for a sales tax refund claim filed for prior years ($66,000). LIQUIDITY AND CAPITAL RESOURCES The Company's operations since inception have been funded by net proceeds from the sale of Common and Preferred Stock totaling approximately $52 million and proceeds from borrowing under an equipment loan agreement totaling approximately $5.1 million. As of June 30, 1998 the Company had cash and cash equivalents of approximately $15.2 million and working capital of $12.7 million. The Company believes that its current cash balances, when the impact of the reduction in headcount implemented in April is taken into account, will be sufficient to fund its operations until sometime during the second half of 1999. The Company's future liquidity and capital requirements will depend on numerous factors, including when or if the performance of the LifeGuide System meets the required 9 performance specifications, the extent to which the Company's LifeGuide System gains market acceptance, the timing of regulatory actions regarding the LifeGuide System, the costs and timing of expansion of sales, marketing and manufacturing activities, the results of clinical trials and competition. See Exhibit 99.1 to this Form 10-Q for a more detailed description of the factors that may affect the Company's future liquidity and capital requirements. II. OTHER INFORMATION Item 2: Changes in Securities (Use of proceeds from public offering) The net offering proceeds to the Company from its initial public offering in 1996, after deducting expenses, were approximately $26.1 million. The Company has used the net offering proceeds to the Company for the following purposes in the approximate amounts set forth below: Investment in short-term, interest bearing securities primarily investment grade commercial paper $15,150,000 and money market funds Capital expenditures 2,475,000 Research and development and clinical and regulatory preparation 5,340,000 Manufacturing scale-up and marketing activities 2,310,000 Working capital and other general corporate purposes 825,000 ----------- Total use of proceeds $26,100,000 ----------- Except for officer compensation and relocation payments totaling $1,082,499 in the aggregate, director compensation totaling $113,000 in the aggregate, and consulting fees paid to a director totaling $70,875, none of such payments were paid directly or indirectly to (i) officers or directors of the Company or their affiliates, (ii) persons owning 10% or more of the Company's equity securities or (iii) affiliates of the Company. Item 4: Submission of Matters to a Vote of Security Holders On June 17, 1998, the Company held a regular meeting of its shareholders, at which the shareholders voted on the following matters: 1. To elect Frank B. Bennett, Robert R. Momsen and Walter L. Sembrowich, Ph.D., to the Board of Directors of the Company to serve for three year terms that will expire at the Company's annual shareholder meeting in 2001. The vote on this resolution was as follows: Frank B. Bennett: 8,403,203 For; 0 Against; 273,807 Abstain Robert R. Momsen: 8,108,340 For; 0 Against; 339,769 Abstain Walter L. Sembrowich, Ph.D.: 8,403,222 For; 0 Against; 273,608 Abstain The terms of the following directors also continued after the meeting: Mark B. Knudson, Ph.D. and Terrance G. McGuire (terms expiring at the Company's annual shareholder meeting in 2000) and Robert S. Nickoloff and Winston R. Wallin (terms expiring at the Company's annual shareholder meeting in 1999). 10 2. To approve the following amendments to the Company's 1996 Directors' Stock Option Plan (the "Directors' Plan"): (i) increase from 15,000 shares to 20,000 shares the initial grant to new non-employee directors pursuant to Section 4(b)(ii) of the Directors' Plan; (ii) modify the vesting schedule of such initial option grants to become vested and thereby exercisable with respect to 6,666 shares on the 12 month anniversary date of such grants and with respect to 6,667 shares on each of the 24 month and 36 month anniversary dates of such grants; (iii) increase from 5,000 shares to 6,000 shares the annual option grants to non-employee directors pursuant to Section 4(b)(iii) of the Directors' Plan; and, (iv) change the vesting schedule of such annual grants to become vested and thereby exercisable with respect to 2,000 shares on each of the 12, 24 and 36 month anniversary dates of such grants. The vote on this resolution was as follows: 8,301,571 For; 344,173 Against; 31,086 Abstain; 0 Broker non-vote 3. To approve the following amendments to the Company's 1994 Long-Term Incentive and Stock Option Plan: (i) increase the number of shares of Common Stock available for issuance thereunder from 1,733,333 shares to 2,733,333 shares; and (ii) add the following new Section 4(c): (c) Award Limitations Under the Plan. No person who is an employee of the Company at the time of grant may be granted any Option, Stock Appreciation Right or performance award, the value of which option, right or award is based solely on an increase in the value of the Common Shares after the date of grant of such option, right or award, for more than 500,000 Common Shares (subject to adjustment as provided for in Section 15 relating to stock splits, etc.), in the aggregate, in any calendar year period beginning with the period commencing January 1, 1998 and ending December 31, 1998. The foregoing annual limitation specifically includes the grant of any awards representing "qualified performance-based compensation" within the meaning of Section 162(m) of the Code. The vote on this resolution was as follows: 5,846,018 For; 633,717 Against; 36,101 Abstain; 2,160,994 Broker non-vote 11 4. To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 1998. The vote on this resolution was as follows: 8,640,053 For; 14,097 Against; 22,860 Abstain; 0 Broker non-vote Item 6. Exhibits and Reports on Form 8-K (a) Exhibits filed herewith. 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (SEC File No. 333-4352)). 3.2 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement of Form S-1 (SEC File No. 333-4352)). 10.1 Form of Employment Agreement dated April of 1998 between the Company and its Vice Presidents. (Exhibit I previously filed as Exhibit 10.14 to the Company's Registration Statement on Form S-1 (SEC File No. 333-4352)). 27 Financial Data Schedule. 99.1 Cautionary Statement. (b) No reports on Form 8-K were filed during the quarter ended June 30, 1998. 12 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. INTEG INCORPORATED (Registrant) Date: August 13, 1998 By: /s/ Susan L. Critzer -------------------- Susan L. Critzer Interim President and Interim Chief Financial Officer (principal executive officer, principal financial and accounting officer) 13 EXHIBIT INDEX Exhibit Description - ------- ----------- 10.1 Form of Employment Agreement dated April of 1998 between the Company and its Vice Presidents. (Exhibit I previously filed as Exhibit 10.14 to the Company's Registration Statement on Form S-1 (SEC File No. 333-4352)). 27. Financial Data Schedule (Electronically Filed). 99.1 Cautionary Statement.