-----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, KDL1MtIiuR68cbdsbQg0IfoiW/7g8wQT3fhLfN9KmUsLcPPMydOEMgf3SV64jD5b /DVnF2jgL6qyaeDQEweEnQ== 0001016504-04-000083.txt : 20041115 0001016504-04-000083.hdr.sgml : 20041115 20041115121959 ACCESSION NUMBER: 0001016504-04-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041112 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 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: 041143054 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 inb8k_20041112.txt INTEGRATED BIOPHARMA, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 12, 2004 Integrated BioPharma, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-28876 22-2407475 (Commission File Number) (IRS Employer Identification No.) 225 Long Avenue Hillside, New Jersey 07205 (Address of Principal Executive Offices) (Zip Code) (973) 926-0816 (Registrant's Telephone Number, Including Area Code) (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 7.01. Regulation FD Disclosure On November 12, 2004, Integrated BioPharma, Inc. announced financial results for its fiscal 2005 first quarter ended September 30, 2004. The press release is attached as an exhibit to this Report. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description 99.1 Press Release issued by Integrated BioPharma, Inc. on November 12, 2004. 1 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: November 12, 2004 By:/s/ Eric Friedman Eric Friedman Vice President and Chief Financial Officer EX-99 2 exhibit99_1.txt INTEGRATED BIOPHARMA, INC. Exhibit 99.1 NEWS RELEASE for November 12, 2004 AT 4:05 PM EST Contact: Allen & Caron Inc Integrated BioPharma, Inc Michael Mason (investors) Eric Friedman, CFO 212 691 8087 888 319 6962 michaelm@allencaron.com e.friedman@chemintl.com Brian Kennedy (media) brian@allencaron.com INTEGRATED BIOPHARMA REPORTS FISCAL 2005 FIRST QUARTER FINANCIAL RESULTS Hillside, NJ (November 12, 2004) ... Integrated BioPharma, Inc. (AMEX:INB) announced financial results for its fiscal 2005 first quarter ended September 30, 2004. First quarter revenues increased approximately 23 percent to $6,116,036 from $4,980,006 for the same period a year ago. Exclusive of the Paxis subsidiary, the gross profit percentage increased to approximately 24% for the quarter ended September 30, 2004, from 20 percent for the same quarter of last year. The Company's pretax operating loss was $(1,786,412) for the first quarter of 2004 as compared to $(866,048) for the same period last year. The increase in operating loss is mainly attributable to an increase of the Paxis loss of approximately $650,000. Total net (loss) for the quarter was $(2,458,119) or $(0.20) loss per share on 12,552,698 shares outstanding, compared to a loss of $(851,295), or $(0.08) loss per share on 10,306,335 shares outstanding for the comparable quarter of last year. Included in the loss for the first quarter was a cash dividend of $123,507 to preferred stockholders and a $583,000 non-cash deemed preferred stock dividend. "During the quarter we achieved milestones in both our biotech and pharmaceutical companies," said Integrated BioPharma Chairman and CEO E. Gerald Kay. "As previously reported we commenced production and shipment of paclitaxel in the later part of this quarter. We also have entered into arrangements with other entities for the development of plant-based vaccines using our proprietary technology." Financial Results for the quarter ended September 30, 2004: For the Three Months Ended September 30, 2004 2003 ---- ---- Total Revenue $ 6,116,036 $ 4,980,006 Cost of Sales 5,599,511 3,962,680 ------------- ------------ Gross Profit 516,525 1,017,326 ------------- ------------ Paxis Pharmaceuticals, Inc. Start Up Costs -- 620,307 Selling and Administrative Expenses 2,302,937 1,263,067 ------------- ------------ Total Selling and Administrative Expenses 2,302,937 1,883,374 ------------- ------------ Pretax Operating (Loss) (1,786,412) (866,048) Other Income (Expense) 34,547 86,578 ------------- ------------ (Loss) Before Income Taxes (1,751,865) (779,470) ------------- ------------ Provision for Income Taxes (253) (23,175) ------------- ------------ Net (Loss) (1,751,612) (756,295) Accretion of Preferred Stock Dividends -- (95,000) Non-cash deemed dividend on Preferred Stock (1) (583,000) -- Preferred Stock Dividend (2) (123,507) -- ------------- ------------ Net Loss applicable to common shareholders $ (2,458,119) $ (851,295) ============= ============ Diluted EPS $ (0.20) $ (0.08) ============= ============ Average Common Shares Outstanding-fully diluted 12,552,698 10,306,335 ============= ============ (1) Non-cash deemed dividend for preferred shareholders associated with the amortization of beneficial conversion feature and accretion of redemption value of Series B redeemable convertible preferred stock. (2) 7 percent dividend on Series B redeemable convertible preferred stock. About Integrated BioPharma Inc (INB) INB serves the pharmaceutical, biotech and nutraceutical industries. INB's biotech subsidiary, INB:Biotechnologies, Inc. is developing human therapeutics and preventive compounds using a transient gene expression system and transgenic plant technology. INB's pharmaceutical subsidiary, Paxis Pharmaceuticals, Inc., develops and operates a state-of-the-art GMP facility for the production and sale of paclitaxel and related drugs. INB's nutraceutical subsidiary, Manhattan Drug, develops, manufactures and distributes more than 130 products worldwide. 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 risk factors that could affect the company's financial results can be found in the company's Reports filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----