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): January 9, 2007
INTEGRAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-28353 98-0163519
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
805 W. Orchard Dr., Suite 7, Bellingham, WA 98225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (360) 752-1982
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(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 January 9, 2007, Integral Technologies, Inc. ("Integral") announced that it
had entered into a Patent License Agreement with Esprit Solutions Limited
("Esprit"), pursuant to which Integral granted to Esprit the rights to use
Integral's proprietary ElectriPlast technology for the manufacture and sale of
products to Esprit's customer base in the Aero/Defense Interconnection and
Protective Components Industry. The effective date of the agreement was
December 18, 2006.
Esprit, based in the United Kingdom, specializes in high performance protective
systems within the Aerospace and Defense markets.
As outlined in the agreement, Esprit 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.
Esprit 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. Integral
may terminate the agreement in the event Esprit institutes any legal action
claiming that Integral's patents are invalid or unenforceable, or alleging that
Integral infringes on any Esprit patent.
Esprit paid a nominal up-front fee of $1.00 to Integral. Any revenue to be
generated by Integral 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.
The foregoing description does not constitute a complete summary of the terms of
the Patent License Agreement and reference is made to the complete text of the
Patent License Agreement, a copy of which is attached as an exhibit to this
report and is incorporated by reference herein.
ITEM 7.01. REGULATION FD.
On January 9, 2007, Integral issued a press release to announce the agreement
with Esprit, 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
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10.25 Patent License Agreement between the Company and Esprit Solutions
Limited, dated December 18, 2006. (Filed herewith.)
99.08 Press release dated January 9, 2007. (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
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William A. Ince, President
Date: January 18, 2007
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EXHIBIT INDEX
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Exhibit Description
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10.25 Patent License Agreement between the Company and Esprit Solutions
Limited, dated December 18, 2006. (Filed herewith.)
99.08 Press release dated January 9, 2007. (Filed herewith.)