8-K

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):

November 5, 2008

__________

INTEGRATED BIOPHARMA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)

001-31668	22-2407475
(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

225 Long Avenue
Hillsdale, New Jersey 07205
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 

(973) 926-0816
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 

On November 5, 2008, E. Gerald Kay resigned as Chief Executive Officer of the Integrated Biopharma, Inc. (the “Company”) while retaining his position as Chairman of the Board of the Company.

          In addition, on November 5, 2008 the Company appointed Jeffrey R. Leach to serve as the President and Chief Executive Officer of the Company, at an annual salary of $225,000 and the use of a Company owned automobile. Mr. Leach, age 47, joined the Company on June 1, 2006 as the Company’s Vice President of Investor Relations. Previously, Mr. Leach was the President of JL Capital, LLC from January 2004 to June 2006. Prior to that Mr. Leach was a General Partner in the Stone Pine Companies, an asset management firm from June 1998 to December 2003. Prior to that Mr. Leach was the President of Group III Capital, Inc, a private lending company, from January 1988 to June 1998.

Also, on November 5, 2008, the Company appointed Jeffrey R. Leach to serve as a Class III director, to fill the Class III vacancy on the Board of Directors and to serve until his successor is duly elected and qualified.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed as part of this report.

99.1     Press release dated November 10, 2008.

2

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.

Date: November 10, 2008                                            INTEGRATED BIOPHARMA, INC.
 
                                                                                          By:     /s/ Dina L. Masi     

                                                                                          Dina L. Masi
                                                                                          Chief Financial Officer

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EX-99

NEWS RELEASE for November 10, 2008

Contact: Dina Masi, CFO

Jeffrey Leach, CEO
Integrated BioPharma, Inc.
j.leach@ibiopharma.com
888.319.6962

INTEGRATED BIOPHARMA, INC. ANNOUNCES NEW
CHIEF EXECUTIVE OFFICER

HILLSIDE, NJ, November 10, 2008 -- Integrated BioPharma, Inc. (NasdaqGM: INBP) today announced the appointment of Jeffrey R. Leach to succeed E. Gerald Kay as the Company’s Chief Executive Officer and President. Mr. Leach also was appointed by the Board as a director to fill the vacancy created by the passing of Mr. Zarko Kraljevic in March 2008. Mr. Kay will remain the non-Executive Chairman of the Board.

Before joining the Company in 2006, Mr. Leach was a General Partner in The Stone Pine Companies. His experience includes considerable complex restructuring, repositioning and turn-around activities for Stone Pine portfolio companies. “I am very excited about the opportunities for Integrated BioPharma,” said Mr. Leach. “Now that its biotech business has been spun-off and its pharmaceutical businesses are moving toward sale, I will be restructuring the Company and its expenses to efficiently re-assert its historic expertise and success in the nutraceutical field. The Company’s excellent product mix and stellar customer base should help it to progress even in these extremely challenging economic times.”

About Integrated BioPharma, Inc. (INBP)

Integrated BioPharma is a unique grouping of companies presently serving the varied needs of the health care industry. Through its core nutraceutical business, the Company creates, develops, manufactures and markets products worldwide. Through its subsidiary, AgroLabs, Inc., INBP distributes and markets healthful nutritional products under the following brands: Naturally Aloe, Naturally Noni, Naturally Pomegranate, Naturally Thai Mangosteen and most recently, Naturally Superberry Upgrade among various other nutritional products. Additionally, through its subsidiary, InB:Manhattan Drug Company, INBP manufactures vitamins and nutritional supplements for sale to distributors, multilevel marketers and specialized health-care providers. 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.integratedbiopharma.com.
 

Statements included in this release related to Integrated BioPharma, Inc. 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. 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.