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):  April 2, 2012

NUTRACEA

(Exact Name of Registrant as Specified in Charter)

California	0-32565	87-0673375
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6720 N. Scottsdale Road, Suite 390 Scottsdale, AZ	85253
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 522-3000

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

Appointment of Baruch Halpern to the Board of Directors

On April 2, 2012, Hendrikus Hoogenkamp was appointed to the Board of Directors of NutraCea.  Mr. Hoogenkamp has authored nine books on the importance of dairy protein and vegetable protein in formulated foods, beverages and meat products. He has published over 500 articles in 14 languages discussing protein ingredient solutions. Mr. Hoogenkamp is a member of several strategic and technology advisory boards to global food and ingredient companies. From 1990 to 2006, Mr. Hoogenkamp served as a senior director of strategic technology with Protein Technologies International, now The Solae Company, an alliance between Du Pont and Bunge. He previously served as the President of DMV-Campina USA, now Royal FrieslandCampina, the world's largest dairy protein operator.  In December 1996, Mr. Hoogenkamp received an honorary doctoral degree from the Institute of Sports Medicine, in Bucharest, Romania, for his pioneering work on the effects of protein supplementation for elite sport performance. His new book "The Rice Bran Protein Factor" is due for publication in September 2012.

Pursuant to the compensation package for all of Nutracea’s non-employee directors, Mr. Hoogenkamp will receive an annual retainer of $40,000 and up to $2,000 per meeting attended for acting as director.  NutraCea issues annually to each non-employee director an option to purchase 250,000 shares of common stock at a price per share equal to the market price of our common stock on the date of grant.  Each option vests monthly over 12 months.  The annual retainers and option grant will be prorated for 2012 based on Mr. Hoogenkamp’s appointment date.

Related Party Transactions between Mr. Hoogenkamp and the Company

In 2011, Mr. Hoogenkamp performed consulting services for NutraCea under an Independent Contractor Agreement dated April 30, 2008, as amended pursuant to a Letter Agreement dated September 18, 2009 and pursuant to a Second Amendment to Independent Contractor Agreement dated December 4, 2010 (the “Agreement”).   Under the Agreement, NutraCea agreed to pay Mr. Hoogenkamp a total of $90,000 as compensation for Mr. Hoogenkamp’s services in 2011.  In addition, NutraCea issued Mr. Hoogenkamp a restricted stock grant of 150,000 shares of NutraCea common stock which fully vested on December 31, 2011.

On June 30, 2011, NutraCea and Mr. Hoogenkamp entered into a Third Amendment to Independent Contractor Agreement (the “Third Amendment”) amending the Agreement by reducing the scope of Mr. Hoogenkamp’s consulting services and reducing his compensation during the period of July 1, 2011 through December 31, 2011.  Pursuant to the Third Amendment, Mr. Hoogenkamp agreed to be paid $36,000 for his consulting services in 2011.  In addition, NutraCea agreed to extend the exercise period for certain stock options issued to Mr. Hoogenkamp to purchase up to 440,000 shares of NutraCea common stock to June 30, 2015.

On September 8, 2011, NutraCea and Mr. Hoogenkamp entered into a Common Stock Purchase Agreement whereby Mr. Hoogenkamp agreed to purchase from NutraCea 500,000 shares of common stock at price per share equal to $0.21 in full satisfaction for amounts owed to Mr. Hoogenkamp for services previously provided under the Agreement and the Third Amendment.

On January 1, 2012, NutraCea and Mr. Hoogenkamp entered into an Independent Contractor Agreement (the “2012 Agreement”) whereby NutraCea issued Mr. Hoogenkamp 1,000,000 shares of restricted common stock, which vest in twelve equal monthly installments, and Mr. Hoogenkamp agreed to provide certain conusulting services for NutraCea for one year.

On April 1, 2012, in connection with Mr. Hoogenkamp’s appointment to NutraCea’s board of directors, NutraCea and Mr. Hoogenkamp terminated the 2012 Agreement.  Pursuant to the termination agreement, NutraCea agreed to immediately vest all restricted shares granted under the 2012 Agreement.

A copy of NutraCea’s press release issued on April 3, 2012 announcing the appointment of Mr. Hoogenkamp to NutraCea’s Board of Direcotrs is attached as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

Exhibit
No.	Description
99.1	Press Release dated April 3, 2012

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.

	NUTRACEA
Date: April 3, 2012	By:	/s/ J. Dale Belt
		Jerry Dale Belt
		Chief Financial Officer
		(Duly Authorized Officer)

EX-99.1

Exhibit 99.1

NutraCea Appoints Henk Hoogenkamp to Board of Directors

Hoogenkamp is World’s Most Published Author on Vegetable Proteins

SCOTTSDALE, Ariz., April 3, 2012 - NutraCea (NTRZ), a global leader in the production and marketing of value added products derived from rice bran, today announced the appointment of Mr. Henk Hoogenkamp to the company’s Board of Directors effective April 2, 2012.

Mr. Hoogenkamp has authored 9 books focused on the importance of dairy protein and vegetable protein in formulated foods, beverages and meat products.  He has published over 500 articles in 14 languages discussing protein ingredient solutions. Mr. Hoogenkamp is a member of several strategic and technology advisory boards to global food and ingredient companies.

From 1990 to 2006 he served as a senior director strategic technology with Protein Technologies International now The Solae Company, an alliance between Du Pont (NYSE: DD) and Bunge (NYSE: BG).  He previously served as the President of DMV-Campina USA, now Royal FrieslandCampina, the world’s largest dairy protein operator.

In December 1996, Mr. Hoogenkamp received an honorary doctoral degree from the Institute of Sports Medicine, Bucharest Rumania for his pioneering work on the effects of protein supplementation for elite sport performance. His new book “The Rice Bran Protein Factor” is due for publication September 2012.

"We welcome Henk to the NutraCea Board of Directors,” said, Mr. W. John Short, CEO of NutraCea. “He has been a strong supporter of NutraCea for several years.  His knowledge of the dietary role of vegetable proteins in general, and our stabilized rice bran products specifically, will be invaluable to NutraCea as we continue to increase sales in all major global markets. Henk will participate with other Board members in setting strategy for our business and will assist senior management in the execution of our growth plans. His relationships with a large number of major global brands will assist us in the development of ingredient inclusion of our stabilized rice bran, defatted rice bran, rice bran oil and derivative products in a broad range of consumer products.”

Forward-Looking Statements

This release may contain forward-looking statements.   These statements are made based upon current expectations that are subject to known and unknown risks and uncertainties.  The Company does not undertake to update forward-looking statements in this news release to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking information.  Assumptions and other information that could cause results to differ from those set forth in the forward-looking information can be found in NutraCea's filings with the Securities and Exchange Commission, including NutraCea's most recent periodic reports.

About NutraCea

NutraCea is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. NutraCea has proprietary and patented intellectual property that allows us to convert rice bran, one of the world's most underutilized food sources, into a number of highly nutritious human food and animal nutrition products. Our target markets are human food and animal nutrition manufacturers and retailers, as well as natural food, functional food and nutraceutical supplement manufacturers and retailers, both domestically and internationally. More information can be found in the Company's filings with the SEC and by visiting our website at www.nutracea.com.

Investor Contact:

Alliance Advisors, LLC

Alan Sheinwald, President

(914) 669-0222

asheinwald@allianceadvisors.net

www.AllianceAdvisors.net