0001016504-12-000007.txt : 20120203 0001016504-12-000007.hdr.sgml : 20120203 20120203163812 ACCESSION NUMBER: 0001016504-12-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120203 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120203 DATE AS OF CHANGE: 20120203 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: 12570479 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_20120203.htm inb8k_20120203.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):
 
January 30, 2012
 
__________
 
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 January 30, 2012, Integrated Biopharma, Inc. (the “Company”) entered into a letter agreement, dated January 30, 2012 (the “Seventh 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 Seventh Amendment amended the Forbearance Agreement, dated as of October 4, 2011 (the “Forbearance Agreement”), by and between the Company and the Collateral Agent, to (i) extend the termination date of the Forbearance Agreement to February 7, 2012 and (ii) provide that any interest payments due and payable to the Collateral Agent by the Company through Febraury 7, 2012 pursuant to the terms of the 8% Senior Securities Notes of the Company shall accrue and be due and payable on February 8, 2012.

The foregoing description of the Seventh Amendment is qualified in its entirety by reference to the full text of the Seventh Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein in its entirety.

Item 9.01   Financial Statements and Exhibits

(d)  Exhibits.
 
Exhibit No.  Description
   
 10.1     Letter agreement, dated January 30, 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:  Febraury 3, 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
 
January 30, 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 “February 7, 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 February 7, 2012 pursuant to terms of the 8% Senior Secured Notes of Integrated BioPharma, Inc. shall accrue and be due and payable on February 8, 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