0001016504-12-000001.txt : 20120105 0001016504-12-000001.hdr.sgml : 20120105 20120105172531 ACCESSION NUMBER: 0001016504-12-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111229 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120105 DATE AS OF CHANGE: 20120105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED BIOPHARMA INC CENTRAL INDEX KEY: 0001016504 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222407475 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31668 FILM NUMBER: 12512194 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_20111230.htm inb8k_20111230.htm
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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):
 
December 29, 2011
 
__________
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
 
 
 
Item 1.01   Entry Into a Material Definitive Agreement

On December 29, 2011, Integrated Biopharma, Inc. (the “Company”) entered into a letter agreement, dated December 29, 2011 (the “First Amendment”), by Imperium Advisers, LLC, as Collateral Agent on behalf of Investors (in such capacity, the “Collateral Agent”), and addressed to and acknowledged, accepted and agreed to by the Company.  The First Amendment amended the Forbearance Agreement, dated as of October 4, 2011 (the “Forbearance Agreement”), by and between the Company and the Collateral Agent, to extend the termination date of the Forbearance Agreement from December 31, 2011 to January 6, 2012.

On January 5, 2012, the Company entered into a letter agreement, dated January 5, 2012 (the “Second Amendment”) by the Collateral Agent, and addressed to and acknowledged, accepted and agreed to by the Company. The Second Amendment amended the Forbearance Agreement to (i) extend the termination date of the Forbearance Agreement to January 10, 2012 and (ii) provide that any interest payments due and payable to the Collateral Agent by the Company on or after January 5, 2012 through January 10, 2012 pursuant to the terms of the 8% Senior Secured Notes of the Company shall accrue and be due and payable on January 11, 2012.

The foregoing descriptions of each of the First Amendment and the Second Amendment are qualified in their entirety by reference to the full text of the First Amendment and Second Amendment, respectively, a copy of each of which is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and each is incorporated herein in its entirety.

Item 9.01   Financial Statements and Exhibits

(d)  Exhibits.
 
Exhibit No.  Description
   
 10.1     Letter agreement, dated December 29, 2011, by Imperium Advisers, LLC, as Collateral Agent on behalf of Investors, and addressed to and acknowledged, accepted and agreed to by Integrated Biopharma, Inc.
   
 10.2 Letter agreement, dated January 5, 2012, by Imperium Advisers, LLC, as Collateral Agent on behalf of Investors, and addressed to and acknowledged, accepted and agreed to by Integrated Biopharma, Inc.

 
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:  January 5, 2012                                                                                          INTEGRATED BIOPHARMA, INC.
 
 
By:
/s/ Dina L. Masi
  
 
Dina L. Masi
 
Chief Financial Officer
 
 
3
 EX-10.1 2 exhibit10_1.htm exhibit10_1.htm
Exhibit 10.1

IMPERIUM ADVISERS, LLC
515 Madison Avenue
New York, NY 10022


December 29, 2011

Integrated BioPharma, Inc.
225 Long Avenue
Hillside, NJ 07205

Re:  Extension of Forbearance Agreement

Ladies and Gentlemen:

Reference is made to the Forbearance Agreement, dated as of October 4, 2011 (as amended, the “Forbearance Agreement”), by and between Integrated BioPharma, Inc. (the “Company”) and Imperium Advisers, LLC, in its capacity as collateral agent (in such “Collateral Agent”) for itself and the Investors referred to therein.  Capitalized terms used and not otherwise defined in this letter shall have the meanings ascribed to them in the Forbearance Agreement.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby acknowledged, confirmed and agreed that all references in the Forbearance Agreement to “December 31, 2011” are hereby amended to mean “January 6, 2012”.

Except as expressly modified pursuant hereto, no other changes or modifications to the Forbearance Agreement are intended or implied, and in all other respects, the Forbearance Agreement is hereby specifically ratified, restated and confirmed by the parties hereto as of the date hereof.

The effectiveness of this letter agreement shall be subject to the receipt by Collateral Agent of an original (or electronic copy) of this letter agreement duly executed and delivered by the Company.


 
Very truly yours,
   
 
IMPERIUM ADVISERS, LLC,
 
as Collateral Agent on behalf of Investors
   
 
By:  /s/ William C. Steward
 
Name:  William C. Steward
 
Title:  CFO

ACKNOWLEDGED, ACCEPTED AND AGREED:
  
   
INTEGRATED BIOPHARMA, INC.
  
   
By:  /s/ Dina L. Masi
  
Name:  Dina L. Masi
  
Title:  CFO
  

EX-10.2 3 exhibit.htm exhibit.htm
Exhibit 10.2

IMPERIUM ADVISERS, LLC
515 Madison Avenue
New York, NY 10022


January 5, 2012

Integrated BioPharma, Inc.
225 Long Avenue
Hillside, NJ 07205

Re:  Extension of Forbearance Agreement

Ladies and Gentlemen:

Reference is made to the Forbearance Agreement, dated as of October 4, 2011 (as amended, the “Forbearance Agreement”), by and between Integrated BioPharma, Inc. (the “Company”) and Imperium Advisers, LLC, in its capacity as collateral agent (in such “Collateral Agent”) for itself and the Investors referred to therein.  Capitalized terms used and not otherwise defined in this letter shall have the meanings ascribed to them in the Forbearance Agreement.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby acknowledged, confirmed and agreed that all references in the Forbearance Agreement to “December 31, 2011” are hereby amended to mean “January 10, 2012”.

Furthermore, any interest payments which are due and payable to the Collateral Agent by the Company on or after the date of this letter through January 20, 2012 pursuant to terms of the 8% Senior Secured Notes of Integrated BioPharma, Inc. shall accrue and be due and payable on January 11, 2012.

Except as expressly modified pursuant hereto, no other changes or modifications to the Forbearance Agreement are intended or implied, and in all other respects, the Forbearance Agreement is hereby specifically ratified, restated and confirmed by the parties hereto as of the date hereof.

The effectiveness of this letter agreement shall be subject to the receipt by Collateral Agent of an original (or electronic copy) of this letter agreement duly executed and delivered by the Company.


 
Very truly yours,
   
 
IMPERIUM ADVISERS, LLC,
 
as Collateral Agent on behalf of Investors
   
 
By:  /s/ John Michaelson
 
Name:  John Michaelson
 
Title:  Manager

ACKNOWLEDGED, ACCEPTED AND AGREED:
  
   
INTEGRATED BIOPHARMA, INC.
  
   
By:  /s/ Dina L. Masi
  
Name:  Dina L. Masi
  
Title:  CFO