UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 22, 2003
INTEGRATED BIOPHARMA, 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.)
201 Route 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)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 22, 2003, Integrated BioPharma, Inc. (the "Company") completed its
acquisition of ninety-seven (97%) percent of the shares of common stock of Paxis
Pharmaceuticals, Inc. (f/k/a Tisorex Inc.), a Delaware corporation ("Paxis")
based in Boulder, Colorado. The Company acquired forty-seven (47%) percent of
the shares of Paxis from the Non-TIS Shareholders (as defined herein) pursuant
to an Assignment Agreement dated as of July 1, 2003 (the "Assignment Agreement")
by and between the Company, Trade Investment Services, L.L.C. ("TIS"), Vasili
Patarkalishvili, VAP LLC, The James S. Friedlander Revocable Trust, Aqela LLC
and Natela Patarkalishvili (the "Non-TIS Shareholders") in consideration for an
assignment of the Company's fifty (50%) percent interest in NatEx Georgia,
L.L.C. ("NatEx"), a limited liability company formed in the Republic of Georgia,
to the Non-TIS Shareholders. The Company also completed its acquisition of fifty
(50%) percent of the shares of Paxis from TIS, which funded Paxis' and NatEx'
development, pursuant to the terms of a certain Purchase Agreement dated as of
February 1, 2003 (the "Purchase Agreement"), in consideration for TIS receiving
from the Company $500,000 and twenty-five percent (25%) of the after-tax profits
of Paxis until TIS has received an additional $49,500,000. In addition, TIS
assigned to the Company a loan receivable in the principal amount of $4,500,000
from Paxis, and the Company assumed TIS' loan payable in the principal amount of
$4,500,000 to the Bank of America, pursuant to an Assignment and Assumption
Agreement dated as of July 1, 2003 by and among the Company, TIS and Paxis. The
Company also assumed an obligation of approximately $200,000 in principal amount
initially advanced by TIS to Paxis. The Company expects to acquire the remaining
three (3%) percent of the Paxis shares currently held by Dean P. Stull,
President of Paxis, during this calendar quarter.
Paxis is a private company organized to manufacture and distribute cGMP
API Paclitaxel, a leading cancer therapy drug at its Boulder, Colorado
manufacturing facility. The Company intends to continue to support Paxis in its
efforts to manufacture and distribute cGMP API Paclitaxel. Paxis has not had any
revenues to date. Additional capital will be needed by Paxis to begin selling
the bulk Paclitaxel. Paxis is subject to various risks associated with a new
venture including, among others, setting up and operating manufacturing
facilities, complying with regulatory requirements for manufacturing
pharmaceutical products, marketing and selling the cGMP API Paclitaxel and
operating profitably. There can be no assurance that Paxis can be operated
profitably.
E. Gerald Kay, the President and 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 B. 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 entered into a letter of intent dated July 16, 2003 with Chatham
Biotec, Ltd. ("Chatham"), a Canadian company in the biomass harvesting and
drying business, to form a Canadian-based joint venture to produce extract and
intermediate precursor Paclitaxel in Canada from Canadian Taxus trees supplied
by Chatham using Paxis' extraction expertise in an existing extraction facility
currently controlled by Chatham. The joint venture will be required to supply
Paxis' requirements for extract at cost from which Paxis will produce its
Paclitaxel and related products, and the joint venture will sell extract and
intermediate products to third parties.
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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 Securities and Exchange Commission.
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 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 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, L.L.C. (incorporated by reference from the
8-K filed on February 26, 2003, as amended by an 8-K/A filed on
April 25, 2003).
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. (k/n/a Paxis Pharmaceuticals, Inc.)
(incorporated by reference from the 8-K filed on February 26, 2003).
2.3 Assignment Agreement dated as of July 1, 2003 by and between
Integrated BioPharma, Inc., Trade Investment Services L.L.C., Vasili
Patarkalishvili, VAP LLC, The James S. Friedlander Revocable Trust,
Aqela LLC and Natela Patarkalishvili.*
2.4 Assignment and Assumption Agreement dated as of July 1, 2003 by and
among Integrated BioPharma, Inc., Trade Investment Services, L.L.C.
and Paxis Pharmaceuticals, Inc.*
99.1 Press Release dated July 22, 2003 reporting the acquisition by the
Integrated BioPharma, Inc. of 97% of the shares of Paxis
Pharmaceuticals, Inc.*
* Filed herewith.
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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 BIOPHARMA, INC.
Date: August 5, 2003 By: /s/Eric Friedman
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Name: Eric Friedman
Title: Vice President
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Exhibit Index
Exhibit Number Description
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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, L.L.C. (incorporated by
reference from the 8-K filed on February 26, 2003 as Exhibit
2.1, as amended by an 8-K/A filed on April 25, 2003).
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. (k/n/a Paxis
Pharmaceuticals, Inc.) (incorporated by reference from the 8-K
filed on February 26, 2003 as Exhibit 2.2).
2.3 Assignment Agreement dated as of July 1, 2003 by and between
Integrated BioPharma, Inc., Trade Investment Services L.L.C.,
Vasili Patarkalishvili, VAP LLC, The James S. Friedlander
Revocable Trust, Aqela LLC and Natela Patarkalishvili.*
2.4 Assignment and Assumption Agreement dated as of July 1, 2003
by and among Integrated BioPharma, Inc., Trade Investment
Services, L.L.C. and Paxis Pharmaceuticals, Inc.*
99.1 Press Release dated July 22, 2003 reporting the acquisition by
the Integrated BioPharma, Inc. of 97% of the shares of Paxis
Pharmaceuticals, Inc.*
* Filed herewith.
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