-----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, U89uMb+uGPbPPHwu9MBu77gD6dhH0E9Cyp4013b5tn3rHUEqPUqg97GeeSpWf72c Swim8QLWq0myIJswA3gEvg== 0001016504-05-000042.txt : 20051128 0001016504-05-000042.hdr.sgml : 20051128 20051128114452 ACCESSION NUMBER: 0001016504-05-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051128 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051128 DATE AS OF CHANGE: 20051128 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: 051227557 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_20051128.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 28, 2005 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On November 28 2005, Integrated BioPharma, Inc. (the "Company") announced that, effective November 17, 2005, Dina L. Masi, CPA was appointed as the Company's new Senior Vice President and Chief Financial Officer. Ms. Masi will act as the Company's principal financial and accounting officer for purposes of its reports under the Securities Exchange Act of 1934. Ms. Masi is 44 years old and succeeds Eric Friedman, who was the acting Chief Financial Officer since the resignation of Gregory Gould in August 2005. Mr. Friedman will be dedicating his time to his duties and responsibilities as the Chief Executive Officer of AgroLabs, Inc., a wholly-owned subsidiary of INB. Ms. Masi most recently operated a financial services consulting firm, DLM Accounting and Financial Services, LLC, providing accounting and financial services to small business owners and SEC registrants from May 2005 to November 2005. From June 2002 to December 2004, Ms. Masi served as the Chief Financial Officer and Senior Vice President of Prescott Funding, LLC, a licensed residential mortgage lender specializing in non-conforming consumer lending. Ms. Masi also served as the Chief Financial Officer and Senior Vice President of Fintek, Inc., a privately owned financial consulting services company, from July 2001 to September 2005 and as Management Information Officer from February 1998 to July 2001. Prior to that, Ms. Masi was the Chief Financial Officer and Executive Vice-President of The Aegis Consumer Funding Group, Inc., a publicly-traded consumer finance company that specialized in the automobile receivables, from July 1992 to January 1998. Prior to her time at Aegis, Ms. Masi was with BDO Seidman, LLP. Ms. Masi earned a Bachelor of Business Administration from St. Bonaventure University, St. Bonaventure, NY. She is a Certified Public Accountant. During the last two years, the Company paid DLM Accounting and Financial Services, LLC, of which Ms. Masi is the sole member, approximately $6,700 for consulting services. A Copy of the press release announcing Ms. Masi's appointment is included as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description 99.1 Press Release of Integrated BioPharma, Inc., issued on November 28, 2005, announcing the appointment of Dina L. Masi as Senior Vice President and Chief Financial Officer 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 28, 2005 By:/s/ Dina L. Masi Dina L. Masi Senior Vice President and Chief Financial Officer EX-99 2 exhibit99_1.txt INTEGRATED BIOPHARMA, INC. Exhibit 99.1 NEWS RELEASE for November 28, 2005 Contact: Dina L. Masi, CFO Integrated BioPharma, Inc. 888-319-6962 d.masi@ibiopharma.com Integrated BioPharma Announces Senior Management Changes HILLSIDE, N.J., November 28, -- Integrated BioPharma, Inc announced today the appointment of Ms. Dina L. Masi as the Company's Chief Financial Officer and Senior Vice President. Mr. Eric Friedman, who was the acting Chief Financial Officer, will be dedicating his time to his duties and responsibilities as the Chief Executive Officer of AgroLabs, Inc., a wholly-owned subsidiary of INB. "We are very pleased that Ms. Masi has joined INB," said E. Gerald Kay, CEO and Chairman of the Board. "Dina is a highly accomplished financial executive with over twenty years of financial, accounting, business development and strategic planning skills. We were fortunate to have Mr. Friedman cover the CFO position while we conducted our search and are grateful for the dedication he has given to the Company." Ms. Masi most recently operated a financial services consulting firm providing accounting and financial services to small business owners. Ms. Masi also served as a consultant to SEC registrants. Prior to that, Ms. Masi served as the Chief Financial Officer of a mortgage finance company and a Senior Vice President and Management Information Officer of a financial consulting services company. Before that, Ms. Masi served as the Chief Financial Officer of The Aegis Consumer Funding Group, Inc., a publicly traded consumer finance company specializing in automobile receivables. Ms. Masi began her career as an auditor with BDO Seidman, LLP. Ms. Masi earned a Bachelors of Business Administration from St. Bonaventure University, St. Bonaventure, New York. She is a Certified Public Accountant. About Integrated BioPharma Inc (INB) Integrated BioPharma is a unique grouping of companies presently serving the varied needs of the health care industry. Through its nutraceutical business, the Company creates, develops, manufactures and markets products worldwide. The Company's biotechnology business uses its patented plant-based technology to produce vaccines and therapeutic antibodies. Its pharmaceutical business operates a cGMP facility for the production and sale of Paclitaxel and related drugs and provides technical services through its contract research organization. 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-----