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): August 25, 2006
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 September 13, 2006, Integral Technologies, Inc. (the "Company") announced
that it had entered into a Patent License Agreement with Jasper Rubber Products,
Inc. ("Jasper"), pursuant to which the Company granted to Jasper the rights to
use the Company's proprietary ElectriPlast technology for specific applications
within its customer base. The effective date of the agreement was August 25,
2006.
Jasper, founded in 1949, and based in Jasper, Indiana, has over 800 employees
and has grown to become a leader in innovative rubber and plastics development.
Jasper manufactures a full range of molded, extruded, lathe-cut rubber and
thermoplastic products for major appliance, oil filter, and automotive
industries.
As outlined in the agreement, Jasper was granted a non-exclusive,
non-sublicensable, non-assignable, worldwide license. The agreement will
terminate upon the expiration of the last patent licensed under the agreement.
Jasper may terminate the agreement upon 30 days notice at any time. Either party
may terminate the agreement for cause, subject to a 30 day cure period. The
Company may terminate the agreement in the event Jasper institutes any legal
action claiming that the Company's patents are invalid or unenforceable, or
alleging that the Company infringes on any Jasper patent.
Jasper paid a nominal up-front fee of $1.00 to the Company. Any revenue to be
generated by the Company under the agreement will be from raw materials fees.
The parties agreed to use good faith efforts to reach agreement on commercially
reasonable terms for the pricing and delivery of raw materials.
A copy of the agreement with Jasper is attached as an exhibit to this report and
is incorporated by reference herein.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
Since the filing of its last periodic report, the Company issued common stock in
transactions described below that were not registered under the Securities Act
of 1933. In the aggregate, 2,721,705 shares were issued, which represents
approximately 6% of the total number of shares of common stock outstanding. The
total number of shares of common stock currently outstanding is 45,439,969
(includes shares issued in transactions described below).
On September 15, 2006, the Company closed a private placement with 21 investors
and sold 1,180,537 shares of common stock at $2.00 per share and warrants to
purchase 590,269 shares of common stock within two years at an exercise price of
$2.50 per share, provide that in the event that the average closing bid price of
a share of the Company's common stock exceeds $4.50 for ten consecutive trading
days, the Company has the right to redeem the warrants for $.01 per share of
common stock purchasable hereunder, upon thirty days written notice (the Holder
shall have the right to exercise the warrant in accordance with its terms prior
to the expiration of the thirty day period). The purchase price attributable to
the warrants was $.001 per share of common stock underlying the warrants.
Aggregate proceeds from the sale of the common stock and the warrants was
$2,361,664 ($2,361,074 for the common stock and $590 for the warrants). At any
time commencing sixty (60) days after the close of the offering, the Investors
can require that the Company prepare and file a registration statement to
register the shares of common stock (including the shares underlying the
warrants) for resale by the investors. The Company also reserves the right to
file such a registration statement at any time after the Closing Date on its own
initiative. The transaction did not involve any public offering, no sales
commissions were paid and a restrictive legend was placed on each certificate
evidencing the shares. The Company believes that the transaction was exempt
from registration pursuant to Section 4(2) and Section 4(6) of the Securities
Act and/or Rule 506 of Regulation D.
In June 2006, the Company issued an aggregate of 1,291,168 shares to 12 persons
pursuant to the exercise of outstanding warrants that were due to expire on June
30, 2006: 842,000 shares were issued pursuant to the exercise of warrants with
an exercise price of $.75 per share, plus 449,168 shares were issued pursuant to
the exercise of warrants with an exercise price of $1.00 per share. Aggregate
proceeds were $1,080,668. The transaction did not involve any public offering,
no sales commissions were paid
1
and a restrictive legend was placed on each certificate evidencing the shares.
The Company believes that the transaction was exempt from registration pursuant
to Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of
Regulation D. The shares underlying the warrants had previously been registered
for resale by the holders.
On May 30, 2006, the Company issued 250,000 shares of restricted common stock to
Visionary Innovations, Inc., in exchange for services, pursuant to a letter
agreement dated January 31, 2006. For accounting purposes, the services were
valued at $150,000. Visionary Innovations, Inc., and its principal, Scott
Shaffer, agreed to provide strategic and consulting services to the Company in
connection with the worldwide commercialization of the Company's proprietary
ElectriPlast technology for a period of one year, in exchange for the shares and
a contingent fee equal to 2% of the Net Revenue actually paid to the Company by
new clients or other parties directly introduced by Visionary ("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). 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 September 13, 2006, the Company issued a press release to announce the
agreement with Jasper Rubber Products, Inc., which is described above under Item
1.01. A copy of the press release is attached as an exhibit hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description
- ------- -----------
10.21 Patent License Agreement between the Company and Jasper Rubber
Products, Inc. dated August 25, 2006. (Filed herewith.)
99.04 Press release dated September 13, 2006. (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: September 19, 2006
2
EXHIBIT INDEX
-------------
10.21 Patent License Agreement between the Company and Jasper Rubber
Products, Inc. dated August 25, 2006. (Filed herewith.)
99.04 Press release dated September 13, 2006. (Filed herewith.)