UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13, 2006
Integrated BioPharma, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-28876 22-2407475
(Commission File Number) (IRS Employer Identification No.)
225 Long Avenue
Hillside, New Jersey 07205
(Address of Principal Executive Offices) (Zip Code)
(973) 926-0816
(Registrant's Telephone Number, Including Area Code)
(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 3.02 Unregistered Sales of Equity Securities
On October 13, 2006, Integrated BioPharma, Inc. (the "Company") entered
into a Stock Redemption Agreement (the "Redemption Agreement") with Alexandra
Global Master Fund Ltd. ("Alexandra") to redeem all of the 650 shares of the
Company's Series B Redeemable Convertible Preferred Stock ("Preferred Stock")
held by Alexandra, at their aggregate stated value of $6.5 million plus related
dividends. The redemption was completed on October 16, 2006.
Pursuant to the Redemption Agreement, in addition to cash consideration
of $6,747,397.26, representing the face amount of the Preferred Stock and the
related dividends, the Company also agreed to issue to Alexandra a warrant (the
"Additional Warrant") to purchase 100,000 shares of common stock of the Company
at an exercise price of $12 per share until October 2011, with the Additional
Warrant being exercisable at the option of the Company if the weighted average
price of the Company's common stock exceeds $18.00 for a twenty-trading day
period and other conditions are met. The Company further agreed to adjust the
warrant issued to Alexandra in 2004 in connection with the initial purchase of
the Preferred Stock to conform to the terms of the Additional Warrant.
Also pursuant to the Redemption Agreement, the Company agreed to file a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") on behalf of Alexandra no later than April 1, 2007 covering
the 100,000 shares of the Company's common stock underlying the Additional
Warrant. Neither the Additional Warrant nor the shares of the Company's common
stock underlying the Additional Warrant have been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Subsequent to the redemption of Alexandra's shares of Preferred Stock,
only 25 shares of Preferred Stock held by another party remain outstanding.
The Company announced the redemption of the shares of Preferred Stock
in a press release on October 18, 2006, which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press Release of Integrated BioPharma, Inc.,
issued on October 18, 2006
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: October 19, 2006 By:/s/ Dina Masi
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Dina Masi
Chief Financial Officer