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): February 12, 2008

 

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 5.03.     AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

     On February 12, 2008, the Board of Directors of Integrated BioPharma, Inc. (the “Company”) amended Article IV of the Company’s By-laws (the "By-laws"), effective as of February 12, 2008, to allow for the issuance of uncertificated shares. By being able to issue uncertificated shares, the Company may now participate in the Direct Registration System, which is currently administered by The Depository Trust Company. The Direct Registration System allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to transfer securities electronically to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.

     
     The full text of the By-laws, as amended, is filed as Exhibit 3.1 to this Current Report on Form 8-K and amended Article IV thereof is incorporated herein by reference.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits.

Exhibit No.

Description

3.1

Amended and Restated By-laws


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: February 14, 2008

By:

/s/ Dina Masi

 
   

Dina Masi

 
   

Chief Financial Officer