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): April 25,
2008
NUTRACEA
(Exact
Name of Registrant as Specified in Charter)
|
California
|
|
0-32565
|
|
87-0673375
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
|
5090
N. 40th Street, Suite 400
Phoenix,
AZ
|
|
85018
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (602) 522-3000
(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 (see General Instruction A.2. below):
|
¨
|
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
June
25, 2008, NutraCea entered into a Shareholders’ Agreement by and among NutraCea,
NutraCea Offshore, Ltd., an exempted company organized under the laws of the
Cayman Islands (“NutraCea Offshore”), Bright Holdings (Hong Kong) Company, Ltd.,
a corporation organized under the laws of Hong Kong (“Bright”), and certain
minority shareholders listed in the Shareholders’ Agreement (“Minority
Shareholders”).
NutraCea
Offshore was established to develop, construct and operate facilities in China
to produce, market, distribute and sell rice oil, extracted defatted rice bran,
meat and poultry additives derived from rice bran and other such products to
meet the growing demands of consumers within and outside of China. NutraCea
has
agreed to acquire approximately seventy two percent (72%) and Bright has agreed
to acquire approximately eighteen percent (18%) of the voting shares of NutraCea
Offshore’s capital stock and a strategic advisor to the venture will hold 10% of
the stock. NutraCea’s and Bright’s capital contributions to NutraCea Offshore is
equal to fifty one million two hundred thousand dollars ($51,200,000) and twelve
million eight hundred thousand dollars ($12,800,000), respectively.
Bright
shall assist NutraCea Offshore in obtaining necessary approval, permits and
governmental authorizations needed to establish a wholly owned subsidiary of
NutraCea Offshore which will be organized under the laws of Hong Kong (“NutraCea
Hong Kong”). NutraCea Hong Kong will in turn form and capitalize a wholly owned
subsidiary corporation organized under the laws of the People’s Republic of
China (“Operating Company”). Bright shall assist Operating Company in securing
all permits necessary for the Operating Company to commence construction of
its
facilities, including obtaining business licenses and governmental approvals
to
lease or purchase land. NutraCea shall be responsible for causing the Operating
Company to construct the facilities in a timely manner.
The
obligations of NutraCea and Bright to make their specified contributions to
NutraCea Offshore shall be conditioned on the Operating Company receiving the
necessary approvals, permits and governmental authorizations and acquiring
the
land necessary to commence construction of the facilities as well as other
conditions agreed to between the parties.
Pursuant
to the Shareholders’ Agreement, NutraCea shall designate four (4) members and
Bright shall designate one (1) member to NutrCea Offshore’s board of directors.
In addition, NutraCea, Bright and the Minority Shareholders have certain
restrictions in transferring their shares in NutraCea Offshore to third parties,
and NutraCea Offshore, NutraCea and Bright each have rights of first refusal
upon such a transfer.
Item
8.01. Other
Events.
On
April
25, 2008, we paid a discretionary cash bonus to Bradley Edson, Chief Executive
Officer, in the amount of $280,000.
On
June
26, 2008, we awarded to Leo Gingras, Chief Operating Officer, (i) a
discretionary cash bonus in the amount of $50,000 and (ii) a restricted stock
award of 50,000 shares of common stock under our 2005 Equity Incentive Plan.
The
50,000 shares of common stock under the restricted stock award will fully vest
on February 8, 2010, if Mr. Gingras is then employed by us.
SIGNATURE
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.
| |
|
|
| |
NUTRACEA
|
|
|
|
|
Date:
June 30, 2008
|
By: |
/s/ Jeffrey
Sanders |
| |
Jeffrey
Sanders
Chief
Financial Officer
(Duly
Authorized Officer)
|
| |
|