SCHEDULE 14C INFORMATION
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
| | Preliminary Information Statement
| | Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
|X| Definitive Information Statement
INTEGRATED BIOPHARMA, INC.
(Name of Registrant As Specified In Charter)
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
INTEGRATED BIOPHARMA, INC.
225 Long Avenue
Hillside, New Jersey 07205
(973) 926-0816
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To All Stockholders of Integrated BioPharma, Inc.:
The purpose of this letter is to inform you that we intend to take the
following actions by written consent of our stockholders:
1. To ratify the issuance to certain investors of shares of preferred stock,
warrants to purchase common stock, additional investment rights and shares of
common stock issuable upon the exercise or conversion of such securities.
2. To ratify the issuance to an investor of shares of common stock, a warrant to
purchase common stock and shares of common stock issuable upon the exercise of
such warrant.
The holders of a majority of our outstanding common stock, owning
approximately 56% of the outstanding shares of our common stock, have executed a
written consent in favor of the actions described above that are described in
greater detail in the Information Statement accompanying this notice. This
consent will satisfy the stockholder approval requirement for the proposed
actions and allow us to take the proposed actions on or about September 22,
2004.
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of the
holders of a majority of our common stock satisfies any applicable stockholder
voting requirement of the Delaware General Corporation Law and our Certificate
of Incorporation and By-laws, we are not asking for a proxy and you are not
requested to send one.
The accompanying Information Statement is for informational purposes
only and explains the ratification by our stockholders of the issuance of the
securities. Please read the accompanying Information Statement carefully.
September 2, 2004
On Behalf of Your Board of Directors
E. Gerald Kay
Chief Executive Officer
INTEGRATED BIOPHARMA, INC.
225 Long Avenue
Hillside, New Jersey 07205
(973) 926-0816
INFORMATION STATEMENT
SEPTEMBER 2, 2004
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about September 2,
2004 to the stockholders of record of Integrated BioPharma, Inc. at the close of
business on August 27, 2004. This Information Statement is being sent to you for
informational purposes only. No action is requested or required on your part.
This Information Statement is being furnished to you to inform you of
the adoption of resolutions by written consent by the holders of a majority of
the outstanding shares of our common stock, par value $.002 per share. The
resolutions adopted by these stockholders give us the authority to take the
following actions:
1. To ratify the issuance to certain investors of shares of preferred stock,
warrants to purchase common stock, additional investment rights and shares of
common stock issuable upon the exercise or conversion of such securities.
2. To ratify the issuance to an investor of shares of common stock, a warrant
to purchase common stock and shares of common stock issuable upon the exercise
of such warrant.
The board of directors of Integrated BioPharma has adopted resolutions
authorizing the taking of each of the actions described above and recommended
that the stockholders adopt resolutions approving these actions.
As of the close of business on the record date, we had 12,475,790
shares of common stock outstanding. The common stock is our only class of
securities entitled to vote. Each outstanding share of common stock is entitled
to one vote per share.
The affirmative consent of the holders of a majority of our outstanding
common stock is required to approve each of the actions described above in the
absence of a meeting of stockholders. The requisite stockholder approval of each
of the actions described above was obtained by the execution of written consents
in favor of these actions by the holders of approximately 56% of the outstanding
shares of common stock, allowing Integrated BioPharma to take the proposed
actions on or about September 22, 2004.
This Information Statement is first being mailed on or about September
2, 2004. This Information Statement constitutes notice to our stockholders of
corporate action by stockholders without a meeting as required by Section 228(e)
of the Delaware General Corporation Law.
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We will bear the expenses of mailing this Information Statement,
including expenses in connection with the preparation and mailing of this
Information Statement and all documents that now accompany or may in the future
supplement it. It is contemplated that brokerage houses, custodians, nominees
and fiduciaries will be requested to forward this Information Statement to the
beneficial owners of our common stock held of record by these persons and that
we will reimburse them for their reasonable expenses incurred in this process.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the number of
shares of common stock of Integrated BioPharma beneficially owned on August 18,
2004, by:
* each person who is known by Integrated BioPharma to beneficially own
5% or more of the common stock of Integrated BioPharma;
* each of the directors and executive officers of Integrated BioPharma;
and
* all of Integrated BioPharma's directors and executive officers, as a
group.
The address of each of the persons listed below is c/o Integrated
BioPharma Inc., 225 Long Avenue, Hillside, New Jersey 07205.
Name of Number of Shares Percentage of Shares
Beneficial Owner Beneficially Owned (1) Beneficially Owned (2)
---------------- ---------------------- ----------------------
E. Gerald Kay 5,925,668(3) 42.1%
Carl DeSantis 2,310,417(4) 18.3%
Robert B. Kay 1,019,629(5) 8.0%
Seymour Flug 1,066,033(6) 8.1%
Riva Sheppard 1,119,467(7) 8.6%
Christina Kay 1,119,467(7) 8.6%
Eric Friedman 563,666(8) 4.3%
Robert Canarick 128,533(9) 1.0%
Directors and executive officers
as a group (8 persons) 13,252,880(10) 78.8%
------------------------
* Less than 1% of outstanding shares
(1) Unless otherwise indicated, includes shares owned by a spouse, minor
children, by relatives sharing the same home, and entities owned or
controlled by the named person. Also includes shares if the named person
has the right to acquire such shares within 60 days after August 18,
2004, by the exercise of any warrant, stock option or other right. Unless
otherwise noted, shares are owned of record and beneficially by the named
person.
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(2) Based upon 12,475,790 shares of common stock outstanding on August 18,
2004.
(3) Includes (i) 819,629 shares of common stock held by EGK LLC, of which
Mr. Kay is the manager, and (ii) 1,584,632 shares of common stock
issuable upon exercise of presently exercisable stock options.
(4) Includes (i) 819,629 shares of common stock held by CDS Group Holdings,
LLC, of which Mr. DeSantis is the manager, and (ii) 175,000 shares of
common stock issuable upon exercise of a presently exercisable warrant.
(5) Includes (i) 819,629 shares of common stock held by EVJ LLC, of which Mr.
Kay is the manager, and (ii) 200,000 shares of common stock issuable
upon exercise of presently exercisable stock options.
(6) Includes 750,000 shares of common stock issuable upon exercise of
presently exercisable stock options.
(7) Includes 516,666 shares of common stock issuable upon exercise of
presently exercisable stock options.
(8) Includes 491,666 shares of common stock issuable upon exercise of
presently exercisable stock options.
(9) Includes 100,000 shares of common stock issuable upon exercise of
presently exercisable stock options.
(10) Includes (i) 4,159,630 shares of common stock issuable upon exercise of
presently exercisable stock options, and (ii) 175,000 shares of common
stock issuable upon exercise of a presently exercisable warrant.
STOCKHOLDER RESOLUTION #1
Ratification of Private Placement of Preferred Stock,
Warrants and Additional Investment Rights
In April 2004, we completed a private placement of securities with
Alexandra Global Master Fund Ltd., Takeley Investments Limited and IIG Equity
Opportunities Fund Ltd., in which we sold an aggregate of 750 shares of Series B
Redeemable Convertible Preferred Stock and warrants to purchase 375,000 shares
of common stock, for a purchase price of $7,500,000. The investors were also
granted additional investment rights for an eighteen-month period to purchase
375 shares of Series B Redeemable Convertible Preferred Stock and warrants to
purchase 187,500 shares of common stock. The aggregate exercise price for the
additional investment rights is $3,750,000. We conducted this private placement
for the purpose of raising capital for general corporate purposes and potential
acquisitions.
Pursuant to Section 713(a) of the Company Guide of the American Stock
Exchange, stockholder approval is required for a transaction which may result in
the issuance by us of 20% or more of our outstanding common stock on the date of
issuance of the Series B Redeemable Convertible Preferred Stock at a price per
share less than the greater of the book value or the market value of the common
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stock. The Certificate of Designations, Preferences and Rights for the Series B
Redeemable Convertible Preferred Stock contemplates stockholder approval for the
issuance of the common stock issuable upon exercise or conversion of the Series
B Redeemable Convertible Preferred Stock, the warrants and the additional
investment rights in accordance with Section 713(a) of the Company Guide of the
American Stock Exchange, prior to the time that the sum of the aggregate number
of the shares of common stock actually issued upon exercise or conversion of or
otherwise pursuant to the Series B Redeemable Convertible Preferred Stock, the
warrants and the additional investment rights plus the aggregate number of the
shares of common stock that remain issuable upon exercise or conversion of or
otherwise pursuant to the Series B Redeemable Convertible Preferred Stock, the
warrants and the additional investment rights at the then effective conversion
price, represents more than 19.99% of the outstanding common stock on the date
of issuance of the Series B Redeemable Convertible Preferred Stock (i.e.,
2,123,116 shares of common stock). Because the aggregate number of shares of
common stock issued and issuable upon conversion of the Series B Redeemable
Convertible Preferred Stock, the warrants and the additional investment rights
(based on the current conversion and exercise prices) exceeds 2,123,116 shares
of the common stock, we are required to obtain stockholder approval of the
issuance of the Series B Redeemable Convertible Preferred Stock and the common
stock issued and issuable upon conversion of the Series B Redeemable Convertible
Preferred Stock, the warrants and the additional investment rights in accordance
with Section 713(a) of the Company Guide of the American Stock Exchange.
Accordingly, our Board of Directors has sought and obtained from our
stockholders approval of our issuance of the Series B Redeemable Convertible
Preferred Stock and the common stock issued and issuable in connection with the
conversion or exercise of the Series B Redeemable Convertible Preferred Stock,
the warrants and the additional investment rights in accordance with Section
713(a) of the Company Guide of the American Stock Exchange. There is no
guarantee that the holders of the Series B Redeemable Convertible Preferred
Stock, the warrants and the additional investment rights will convert or
exercise their securities in the future. The likelihood that the holders of the
Series B Redeemable Convertible Preferred Stock will convert or exercise
securities also depends on the then current trading price of the common stock.
To date, two of the private placement investors have converted an aggregate of
50 shares of Series B Redeemable Convertible Preferred Stock into common stock.
None of the private placement investors have exercised any warrants or
additional investment rights. At this time, we have not received an indication
from the private placement investors that they intend to convert their remaining
securities at any particular time in the future.
STOCKHOLDER RESOLUTION #2
Ratification of Private Placement of Common Stock and Warrants
In May 2004, we completed a private placement of securities with Damon
DeSantis, in which we sold 500,000 shares of common stock and warrants to
purchase 50,000 shares of common stock, for a purchase price of $5,000,000.
We conducted this private placement for the purpose of raising capital for
general corporate purposes and potential acquisitions.
The private placement of securities with Damon DeSantis was a separate
transaction from the private placement with the three other investors described
above, and the number of shares of common stock that have been issued and remain
issuable to Mr. DeSantis upon exercise of the warrants does not represent more
than 19.99% of the outstanding common stock on the date of the private
placement. Stockholder approval for this transaction is therefore not required
pursuant to Section 713(a) of the Company Guide of the American Stock Exchange.
However, we decided to obtain such approval in the event that the private
placement with Mr. DeSantis was deemed to be part of the same transaction as the
private placement with the other three investors described above.
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BOARD OF DIRECTORS' RECOMMENDATIONS
AND STOCKHOLDER APPROVALS
On April 18, 2004 and April 30, 2004, respectively, our board of
directors considered and unanimously approved each of the two actions described
in this Information Statement. The affirmative consent of the holders of a
majority of Integrated BioPharma's issued and outstanding shares of common stock
was required to ratify each of the actions described in this Information
Statement in the absence of a meeting of stockholders. The requisite stockholder
ratification of each of the actions described in this Information Statement was
obtained by the execution of written consents in favor of such actions by the
holders of a majority of our outstanding shares of common stock without the need
to solicit votes, allowing Integrated BioPharma to take the proposed actions on
or about September 22, 2004.
The information contained in this Information Statement constitutes the
only notice any stockholder will be provided.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of our officers, directors or any of their respective affiliates
has any interest in any of the matters to be acted upon, as set forth in this
Information Statement except that Damon DeSantis, the investor in the private
placement described above in "Stockholder Resolution #2" is the son of Carl
DeSantis, a director and stockholder of our company.
FORWARD-LOOKING STATEMENTS
This Information Statement may contain certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 or by the U.S. Securities and Exchange Commission in its rules,
regulations and releases, which represent our expectations or beliefs, including
but not limited to, statements concerning our operations, economic performance,
financial condition, growth and acquisition strategies, investments, and future
operational plans. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate,"
"might," or "continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. These
statements, by their nature, involve substantial risks and uncertainties,
certain of which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including uncertainty
related to acquisitions, governmental regulation, managing and maintaining
growth, volatility of stock prices and any other factors discussed in this and
other of our filings with the U.S. Securities and Exchange Commission.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and in accordance with this act, we file
periodic reports, documents and other information with the U.S. Securities and
Exchange Commission relating to our business, financial statements and other
matters. These reports and other information may be inspected and are available
for copying at the offices of the U.S. Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, DC 20549. Our SEC filings are also available to
the public from the SEC's website at http://www.sec.gov.
INCORPORATION OF FINANCIAL INFORMATION
Our Annual Report on Form 10-KSB for the fiscal year ended June 30,
2003, as filed with the U.S. Securities and Exchange Commission on September 29,
2003, as well as our Quarterly Reports on Form 10-QSB for the periods ended
September 30, 2003, December 31, 2003 and March 31, 2004, as filed with the U.S.
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Securities and Exchange Commission on November 14, 2003, February 13, 2004 and
May 14, 2004, respectively (Commission File No. 000-28876), are incorporated in
their entirety by reference into this Information Statement.
As the requisite stockholder vote for each of the actions described in
this Information Statement was obtained upon the delivery of written consents
from the holders of a majority of our outstanding shares of common stock, WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This
Information Statement is for informational purposes only. Please read this
Information Statement carefully.
By Order of the Board of Directors
E. GERALD KAY
Chief Executive Officer
September 2, 2004
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