-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HimPTTmP3LrPStN+uxXfRGGzNxBPHjjB0TA0p1Hcp5MUOberqZeLaTed42+DaVGr T4ACOwvC6RJVBghjaOI3fw== 0000950123-03-005410.txt : 20030507 0000950123-03-005410.hdr.sgml : 20030507 20030507121804 ACCESSION NUMBER: 0000950123-03-005410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030507 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED BIOPHARMA INC CENTRAL INDEX KEY: 0001016504 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133035216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31668 FILM NUMBER: 03685565 BUSINESS ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 9739260816 MAIL ADDRESS: STREET 1: 201 ROUTE 22 CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED HEALTH TECHNOLOGIES INC DATE OF NAME CHANGE: 20020912 FORMER COMPANY: FORMER CONFORMED NAME: CHEM INTERNATIONAL INC DATE OF NAME CHANGE: 19960716 8-K 1 y86271e8vk.txt FORM 8-K 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): MAY 7, 2003 INTEGRATED BIOPHARMA, INC. (F/K/A INTEGRATED HEALTH TECHNOLOGIES, INC.) 225 LONG AVENUE, HILLSIDE, NEW JERSEY 07205 (973-926-0816) Incorporated under the Commission I.R.S. Employer laws of File Number Identification Number State of Delaware 000-28876 22-2407475 ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURES. On May 6, 2003, Integrated BioPharma, Inc. (f/k/a Integrated Health Technologies, Inc.)(the "Company") issued a press release indicating that E. Gerald Kay will resume the office of Chief Executive Officer of the Company as of May 9, 2003 when Seymour Flug, the current Chief Executive Officer of the Company, retires from that position to become the Managing Director of a charitable foundation. Mr. Flug will remain a director and senior advisor of the Company with a special focus on acquisitions. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release of Integrated BioPharma, Inc. dated May 6, 2003 reporting results for the third quarter ended March 31, 2003.
ITEM 9. REGULATION FD DISCLOSURE. In accordance with SEC Release No. 33-8216, the following information, required to be furnished under "Item 12. Results of Operations and Financial Condition," is furnished under "Item 9. Regulation FD Disclosure." On May 6, 2003, the Company issued a press release reporting results for the first quarter ended March 31, 2003, the text of which is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference. The statements in this Current Report on Form 8-K, including the exhibits, contain forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risk and uncertainties which may affect the Registrant's business prospects, including, economic, competitive, governmental, technological and other factors discussed in filings with the Securities and Exchange Commission. 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. By: /s/ Eric Friedman ------------------------------ Eric Friedman Chief Financial Officer Date: May 7, 2003 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release of Integrated BioPharma, Inc. dated May 6, 2003 reporting results for the third quarter ended March 31, 2003.
4 EX-99.1 3 y86271exv99w1.txt PRESS RELEASE [INTEGRATED BIOPHARMA LOGO] - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: LANCE BALLER MAY 6, 2003 VICE PRESIDENT OF CORPORATE DEVELOPMENT & COMMUNICATIONS INTEGRATED BIOPHARMA, INC. (303) 470-0055 INTEGRATED BIOPHARMA REPORTS RECORD THIRD QUARTER AND YEAR TO DATE OPERATING EARNINGS Hillside, N.J., May 6, 2003-- Integrated BioPharma, Inc. (AMEX: INB) today announced its financial results for the third quarter ended March 31, 2003. Third quarter revenues increased approximately 26% to $6,670,254 from $5,278,366 for the same period a year ago. Net operating income for the quarter was $217,754 compared to operating income of $141,313 for the comparable quarter of last year, an increase of approximately 54%. Net operating income for the nine months ended March 31, 2003 increased by 57% to $731,086 compared to net operating income of $464,711 for the nine months ended March 31, 2003. The nine months that ended March 31, 2002 also included the proceeds from a lawsuit in the amount of $706,000 (net of taxes). Revenues increased approximately 4% to $17,464,163 from $16,739,241 for the same period a year ago. Current operating earnings per share reflect dilution as a result of previous announced acquisitions and the effect of stock options. "We are pleased with the continued improvement in profits and are encouraged that this trend will continue," commented E. Gerald Kay Chairman of the Board of Integrated BioPharma, Inc. Mr. Kay will resume the office of Chief Executive Officer of the Company as of May 9, 2003 when Seymour Flug, the current CEO retires from that position to become the Managing Director of a Charitable Foundation. Mr. Flug will remain as a Director and Senior Advisor of the Company with special focus on financial matters and acquisitions. Integrated BioPharma serves the varied needs of the nutraceutical, biotech and pharmaceutical industries. Through several wholly owned subsidiaries, Integrated BioPharma develops, manufactures and distributes more than 130 products worldwide. Integrated BioPharma recently upgraded and expanded its manufacturing facilities to increase production capacity. Integrated 5 BioPharma's recent acquisitions propel it into the growing field of genetically engineered human therapeutics. These acquired companies have significant competitive presence in the high growth industry of naturally occurring chemotherapeutic anti-cancer agents. Integrated BioPharma currently consists of eight operating units with significant competitive advantages derived from shared resources, synergies and economies of scale. Further information is available at www.iBioPharma.com Statements included in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties such as competitive factors, technological development, market demand, and the company's ability to obtain new contracts and accurately estimate net revenues due to variability in size, scope and duration of projects, and internal issues in the sponsoring client. Further information on potential factors that could affect the company's financial results can be found in the company's Reports filed with the Securities and Exchange Commission. The following tables set forth the financial results:
For the Three Months Ended -------------------------- March 31, 2003 March 31, 2002 -------------- -------------- Total Revenue $ 6,670,254 $ 5,278,366 ----------- ----------- Pretax Operating Income 399,625 305,963 Provision for Income Taxes 181,871 164,650 ----------- ----------- Net Income $ 217,754 $ 141,313 =========== =========== Diluted EPS $ 0.02 $ .02 =========== =========== Average Common Shares Outstanding-fully diluted 10,076,809 7,370,298 =========== ===========
For the Nine Months Ended ------------------------- March 31, 2003 March 31, 2002 -------------- -------------- Total Revenue $17,464,163 $16,739,241 ----------- ----------- Pretax Operating Income 1,316,547 768,643 Provision for Income Taxes 585,461 303,932 ----------- ----------- Net Operating Income 731,086 464,711 Proceeds from Lawsuit (net of taxes) -- 706,000 ----------- ----------- Net Income $ 731,086 $ 1,170,711 =========== =========== Diluted EPS $ 0.09 $ .17 =========== =========== Average Common Shares Outstanding-fully diluted 8,212,210 7,092,811 =========== ===========
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