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) October 22, 2003
INTEGRATED BIOPHARMA, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-28876 22-2407475
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
225 Long Ave., Hillside, New Jersey 07205
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 926-0816
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Transferred Assets
On October 22, 2003, Integrated BioPharma, Inc. (the "Company") completed
the acquisition of various assets related to the Naturally Aloe, Naturally Noni
and Avera Sport product lines (the "Product Lines") from Aloe Commodities
International, Inc. ("Aloe"). The assets included trademarks, copyrights, art
work, formula for the products, labels, customer lists, goodwill, inventories
and books and records (collectively hereinafter referred to as the "Transferred
Assets").
Pursuant to the terms of an Asset purchase agreement dated October 22, 2003
by and between the Company and Aloe, the purchase price for the Transferred
Assets was $2,597,469.83, based upon a closing inventory of the Transferred
Assets with $872,469.83 paid at closing in immediately available funds by wire
transfer and $1,725,000.00 to be paid in the form of 203,085 shares of the
Company's common stock valued on the basis of the average closing price as
reported on the American Stock Exchange for the ten (10) trading days
immediately preceding the closing date. Such shares shall be held in escrow for
a period of one (1) year from the closing date and released pursuant to the
terms of an Escrow Agreement (the "Escrow Agreement") between and among the
Company, Aloe and Vial, Hamilton, Koch & Knox, L.L.P. (the "Escrow Agent").
The Transferred Assets were used by Aloe to produce various products under
the Product Lines. The Company intends to use such Transferred Assets to
continue the distribution of the variuos product lines. The three brands
purchased by the Company have retail distribution of Natural Juices and Sports
Nutrition products in the consumer retail trade market. The Product Lines are
distributed at Costco, General Nutrition Centers, Trader Joes, Vitamin Shoppe,
Kroger and other leading retailers.
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On November 6, 2003, Integrated BioPharma, Inc. issued a press release
regarding the acquisition of retail brands. The press release is included as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
2.6 Asset Purchase Agreement dated as of October 22, 2003 by and between
Integrated BioPharma, Inc. and Aloe Commodities International, Inc.
2.7 Escrow Agreement dated October 22, 2003 by and between Integrated
BioPharma, Inc., Aloe Commodities International, Inc. and Vial,
Hamilton, Koch & Knox, L.L.P.
10.25 Registration Rights Agreement dated as of October 22, 2003 by and
between Integrated BioPharma, Inc. and Aloe commodities International,
Inc.
10.26 Conversion and Supply Agreement dated as of October 22, 2003 by and
between Integrated BioPharma, Inc. and Aloe Commodities International,
Inc.
99.1 Press Release of Integrated BioPharma, Inc. dated November 6, 2003
reporting retail brand acquisition
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 6, 2003 By: /s/ Eric Friedman
-----------------
Name: Eric Friedman
Title: Chief Financial Officer
Exhibit Index
Exhibit
Number Description
------- -----------
2.6 Asset Purchase Agreement dated as of October 22, 2003 by and between
Integrated BioPharma, Inc. and Aloe Commodities International, Inc.
2.7 Escrow Agreement dated October 22, 2003 by and between Integrated
BioPharma, Inc., Aloe Commodities International, Inc. and Vial,
Hamilton, Koch & Knox, L.L.P.
10.25 Registration Rights Agreement dated as of October 22, 2003 by and between
Integrated BioPharma, Inc. and Aloe commodities International, Inc.
10.26 Conversion and Supply Agreement dated as of October 22, 2003 by and
between Integrated BioPharma, Inc. and Aloe Commodities International,
Inc.
99.1 Press Release of Integrated BioPharma, Inc. dated November 6, 2003
reporting retail brand acquisition