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) February 24, 2003
-------------
INTEGRATED HEALTH TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-28876 22-2407475
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
201Route 22, Hillside, New Jersey 07205
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 926-0816
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Natex Acquisition
On February 24, 2003, Integrated Health Technologies, Inc. (the "Company")
completed the acquisition of the membership interests of Natex Georgia LLC, a
limited liability company formed under the laws of the Republic of Georgia
("Natex") from Trade Investment Services, L.L.C. ("TIS") representing fifty
percent (50%) of the membership interests of Natex (the "Natex Acquisition").
The Natex Acquisition has been closed in escrow, pending receipt of certain
documents relating to Natex. Pursuant to the terms of a purchase agreement dated
as of February 1, 2003 by and between the Company and TIS, TIS shall receive
from the Company $1,170,000 to be paid in 2,458,886 shares of the Company's
common stock valued on the basis of the average closing price per share for the
thirty (30) trading days immediately preceding January 14, 2003, the date of the
first public disclosure of the Company's intention to engage in the Natex
Acquisition.
Natex is a recently formed company engaged in the business of harvesting
and collecting taxis baccatta botanical materials from government properties in
the Republic of Georgia, pursuant to a license from and supervision by the
Georgian government. Natex processes the materials to extract precursor
Paclitaxel and intends to sell the extract to TisorEx, Inc. (to be renamed Paxis
Pharmaceuticals, Inc. ("Paxis")) pursuant to an exclusive supply contract with
Paxis. Paxis is a Delaware company formed to convert the extract to finished
U.S.P. Paclitaxel in its Boulder, Colorado facilities with the intention of
selling that bulk Paclitaxel to other entities which, in turn, convert it to
dosage form or combine it with other substances, in both cases for sale and
distribution as a cancer therapy drug. Both Natex and Paxis were formed last
year. Neither company has any revenue to date. Significant additional capital
will be needed by both companies to begin selling the bulk Paclitaxel. Both
companies will be subject to various risks associated with a new venture
including, among others: operating in a foreign country which may have a
political, economic, legal and regulatory environment which may differ
significantly from the U.S. including the exporting of products, repatriation of
capital and exchange rate fluctuations; setting up manufacturing facilities;
complying with regulatory requirements for manufacturing pharmaceutical
products; marketing and selling the product; and operating profitably. There can
be no assurance that these companies can be operated profitably.
E. Gerald Kay, the Chairman of the Board of the Company and beneficial
owner of approximately fifty percent (50%) of the stock of the Company (or,
approximately sixty-two percent (62%) if family trusts of which he is a Trustee
are attributed to him), is the owner of one-third (1/3) of the equity of TIS.
Robert Kay, the brother of E. Gerald Kay, is also the owner of one-third (1/3)
of the equity of TIS. Carl DeSantis, the father of Dean DeSantis who is a
director of the Company, is the owner of one-third (1/3) of the equity of TIS.
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
Paxis Purchase Agreement
The Company and TIS also entered into a agreement dated as of February 1,
2003 (the
2
"Paxis Purchase Agreement") pursuant to which the Company has agreed to purchase
from TIS all of its interests in TisorEx, Inc. (to be renamed Paxis
Pharmaceuticals, Inc. or "Paxis") which consists of fifty percent (50%) of the
equity of Paxis in exchange for $500,000 payable at the closing, and twenty-five
percent (25%) of the after-tax profits of Paxis until TIS has received an
additional $49,500,000 (the "Paxis Acquisition"). The Paxis Acquisition is
subject to the completion of due diligence and certain conditions of closing.
E. Gerald Kay, the Chairman of the Board of the Company and beneficial
owner of approximately fifty percent (50%) of the stock of the Company (or,
approximately sixty-two percent (62%) if family trusts of which he is a Trustee
are attributed to him), is the owner of one-third (1/3) of the equity of TIS.
Robert Kay, the brother of E. Gerald Kay, is also the owner of one-third (1/3)
of the equity of TIS. Carl DeSantis, the father of Dean DeSantis who is a
director of the Company, is the owner of one-third (1/3) of the equity of TIS.
Forward-Looking Statements
Statements in this section regarding the Company's intention to consummate
the transactions described above are forward-looking statements. There are a
number of important factors that could cause actual events to differ materially
from those suggested or indicated by such forward-looking statements. These
include, among others, the need to raise equity capital, results of due
diligence, general economic conditions, and other factors identified in the
Company's Annual Report on Form 10-KSB and most recent Quarterly Reports on Form
10-QSB filed with the SEC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
The financial statements required by this report will be filed by
amendment hereto no later than sixty (60) days after the date this report
is to be filed.
(b) Pro Forma Financial Information
The financial information required by this report will be filed by
amendment hereto no later than sixty (60) days after the date this report
is to be filed.
(c) Exhibits
2.1 Purchase Agreement dated as of February 1, 2003 by and between
Integrated Health Technologies, Inc. and Trade Investment Services,
L.L.C. re: Natex Georgia, LLC.
2.2 Purchase Agreement dated as of February 1, 2003 by and between
Integrated Health Technologies, Inc. and Trade Investment Services,
L.L.C. re: TisorEx, Inc. (to be renamed Paxis Pharmaceuticals,
Inc.).
3
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.
INTEGRATED HEALTH TECHNOLOGIES., INC.
Date: February 26, 2003 By: /s/ Seymour Flug
------------------
Name: Seymour Flug
Title: President
4
Exhibit Index
Exhibit Number Description
- -------------- -----------
2.1 Purchase Agreement dated as of February 1, 2003 by and between
Integrated Health Technologies, Inc. and Trade Investment
Services, L.L.C. re: Natex Georgia, LLC.
2.2 Purchase Agreement dated as of February 1, 2003 by and between
Integrated Health Technologies, Inc. and Trade Investment
Services, L.L.C. re: TisorEx, Inc. (to be renamed Paxis
Pharmaceuticals, Inc.).
5