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): November 27, 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 November 29, 2006, Integral Technologies, Inc. ("Integral") announced that it
had entered into a Manufacturing Agreement with Jasper Rubber Products, Inc.
("Jasper"), pursuant to which Jasper shall manufacturer for Integral resin-based
conductive, moldable capsules incorporating Integral's ElectriPlast technology.
The effective date of the agreement was November 22, 2006.
The primary term of the agreement is five years, and shall renew automatically
for successive five year renewal terms, unless notice of non-renewal is give not
less than one year prior to the commencement of the applicable renewal term.
The agreement may be terminated by either party upon a default (as defined in
the agreement), subject to a 30 day cure period. In addition, Integral may
terminate the agreement for any reason, upon one year's prior written notice,
after the second year. In the event that Integral terminates the agreement
without cause during the primary term, Integral will be required to purchase
from Jasper, at the then-current fair-market value, all equipment, fixtures and
facilities purchased by Jasper for purposes of performing the work under the
agreement.
Jasper agreed that during the term of the agreement and for a period of 12
months after its expiration or termination for any reason, Jasper will not
directly, indirectly or through a third party, supply, manufacturer or assemble
products that constitute or might constitute an alternative to Integral's
products or performs the same functionality as Integral's products and will not
engage, directly or indirectly or through a third party, as manager, employee,
consultant, agent, franchisee, shareholder and/or in any other way assist in the
development of a product competing or that might compete with Integral's
business.
The foregoing description does not constitute a complete summary of the terms of
the Manufacturing Agreement and reference is made to the complete text of the
Manufacturing Agreement, a copy of which is attached as an exhibit to this
report and is incorporated by reference herein.
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.
A Patent License Agreement dated August 25, 2006, between Integral and Jasper,
pursuant to which Integral granted to Jasper the rights to use Integral's
proprietary ElectriPlast technology for specific applications within Jasper's
customer base, remains in full force and effect.
ITEM 7.01. REGULATION FD.
On November 29, 2006, Integral issued a press release to announce the
Manufacturing 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
- ------- -----------
10.23 Manufacturing Agreement between Integral and Jasper Rubber Products,
Inc. dated November 22, 2006. (Filed herewith.)
99.06 Press release dated November 29, 2006. (Filed herewith.)
1
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: December 4, 2006
2
EXHIBIT INDEX
-------------
Exhibit Description
- ------- -----------
10.23 Manufacturing Agreement between Integral and Jasper Rubber Products,
Inc. dated November 22, 2006. (Filed herewith.)
99.06 Press release dated November 29, 2006. (Filed herewith.)