<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to ___________
Commission file number: 0-28353
INTEGRAL TECHNOLOGIES, INC.
- -------------------------------------------------------------------------------
(Exact name of small business issuer as specified in it charter)
NEVADA 98-0163519
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
#3 - 1070 WEST PENDER STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6E 2N7
- -------------------------------------------------------------------------------
(Address of principal executive offices)
(604) 685-9933
---------------------------------
(issuer's telephone number)
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
[the issuer did not become subject to such filing requirements until January 31,
2000].
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed
by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: AS OF MAY 8, 2000, THE ISSUER
HAD 25,897,062 SHARES OF COMMON STOCK OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
2
Integral Technologies, Inc. and Subsidiaries
March 31, 2000 and 1999
Report of Independent Accountants 3
Consolidated Balance Sheets
June 30, 1999 and
March 31, 2000 and 1999 (unaudited) 4
Consolidated Statements of Income (Loss)
From Inception (February 16, 1996) to March 31 ,2000 (unaudited) and
for the three months ended March 31, 2000 and 1999 (unaudited) and
for the nine months ended March 31, 2000 and 1999 (unaudited) 5
Consolidated Statements of Changes in Stockholders' Equity
for the period ended March 31, 2000 (unaudited) 6
Consolidated Statements of Cash Flows
From Inception (February 16, 1996) to March 31 ,2000
(unaudited) and for the nine months ended March 31, 2000 and
1999 (unaudited) 7
Notes to Consolidated Financial Statements (unaudited) 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS 10
PART II - OTHER INFORMATION 11
SIGNATURES 13
</TABLE>
1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INTEGRAL TECHNOLOGIES AND SUBSIDIARIES
FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
(UNAUDITED)
2
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE DIRECTORS AND SHAREHOLDERS OF
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
We have reviewed the accompanying consolidated balance sheet and statements of
operations and deficit, cash flows and stockholders' equity of Integral
Technologies Inc., as of March 31, 2000, and for the three-month and nine-month
periods then ended. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying statements for them to be in conformity with
generally accepted accounting principles.
"Pannell Kerr Forster"
Chartered Accountants
Vancouver, Canada
May 10, 2000
3
<PAGE> 5
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED OPERATIONS AND DEFICIT
(UNAUDITED)
(U.S. DOLLARS)
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 3,604,660 $ 647
Accounts receivable 63,391 0
Deposits-suppliers 107,820 0
----------- -----------
TOTAL CURRENT ASSETS 3,775,871 647
----------- -----------
FIXED, at cost 81,073 81,075
Less: accumulated depreciation (45,430) (38,837)
----------- -----------
TOTAL FIXED ASSETS 35,643 42,238
----------- -----------
OTHER
License agreements and intangibles 1,622,928 1,622,928
----------- -----------
TOTAL ASSETS $ 5,434,442 $ 1,665,813
=========== ===========
LIABILITIES
CURRENT
Accounts payable and accruals $ 321,553 $ 544,511
Due to West Virginia University 397,296 397,296
Due to minority interest 66,018 79,412
Customer deposits 63,263 0
----------- -----------
TOTAL CURRENT LIABILITIES 848,130 1,021,219
LONG-TERM DEBT 0 376,170
----------- -----------
TOTAL LIABILITIES 848,130 1,397,389
----------- -----------
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $0.001 Par Value, 20,000,000 shares authorized
664,410 Class A (1998-none) issued and outstanding 664,410 0
LIABILITY TO ISSUE COMMON STOCK 3,991,000 0
COMMON STOCK AND PAID IN CAPITAL IN EXCESS OF $0.01 PAR VALUE
50,000,000 Shares authorized
22,879,062 (1999 - 20,625,396) issued and outstanding 4,250,575 4,016,267
PROMISSORY NOTES RECEIVABLE (34,068) (284,068)
OTHER COMPREHENSIVE INCOME 46,293 44,679
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (4,331,898) (3,508,454)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 4,586,312 268,424
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,434,442 $ 1,665,813
=========== ===========
</TABLE>
See notes to consolidated financial statements. 4
<PAGE> 6
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED OPERATIONS AND DEFICIT
(UNAUDITED)
(U.S. DOLLARS)
<TABLE>
<CAPTION>
PERIOD FROM
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS FEB. 16, 1996
ENDED ENDED ENDED ENDED (INCEPTION)
MARCH 31, MARCH 31, MARCH 31, MARCH 31, THROUGH
2000 1999 2000 1999 MARCH 31, 2000
------------ ------------ ------------ ------------ ------------
(note 6) (note 6)
<S> <C> <C> <C> <C> <C>
EXPENSES
Interest on beneficial conversion feature $ 0 $ 78,500 $ 0 $ 169,000 $ 566,456
Write-down of license and operating assets 0 0 0 0 424,652
Research and development 5,427 6,000 66,976 7,707 975,089
Travel and entertainment 23,553 23,336 44,290 26,849 311,680
Consulting 119,308 86,209 215,258 144,059 828,253
Salaries and benefits 126,704 52,500 246,705 157,500 761,064
Legal and accounting 92,484 42,833 102,984 74,301 350,885
Bank charges and interest, net (42,563) 14,912 57,216 (8,789) 193,559
Insurance
Advertising 11,269 0 13,219 0 97,350
Telephone 12,623 6,426 23,365 19,385 127,294
General and administrative 24,109 6,781 36,119 13,005 177,459
Rent 12,835 4,014 24,706 12,573 94,060
Minority interest's share of subsidiary's losses (1,085) 0 (13,394) 0 (13,394)
Depreciation and amortization 2,000 2,000 6,000 6,000 40,334
------------ ------------ ------------ ------------ ------------
386,664 323,511 823,444 621,590 4,934,741
Extraordinary item-cancellation of debt 0 0 0 0 (602,843)
------------ ------------ ------------ ------------ ------------
NET LOSS FOR PERIOD 386,664 323,511 823,444 621,590 4,331,898
DEFICIT, BEGINNING OF PERIOD 3,945,234 2,402,512 3,508,454 2,104,433
============ ============ ============ ============ ============
DEFICIT, END OF PERIOD $ 4,331,898 $ 2,726,023 $ 4,331,898 $ 2,726,023 $ 4,331,898
============ ============ ============ ============ ============
NET LOSS PER COMMON SHARE $ 0.02 $ 0.02 $ 0.04 $ 0.04
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 22,717,479 17,313,627 22,417,870 15,397,865
============ ============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements. 5
<PAGE> 7
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(U.S. DOLLARS)
<TABLE>
<CAPTION>
SERIES A CONVERTIBLE
PREFERRED STOCK COMMON STOCK
NUMBER NUMBER
OF SHARES AMOUNT OF SHARES AMOUNT
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance, June 30, 1998 12,575,396 $ 1,786,630
Common share issued for
Cash 200,000 50,000
Exercise of stock options 445,000 80,500
Promissory note 1,683,789 252,568
Settlement of lawsuit 150,000 15,000
Services (directors) 666,666 100,000
Share issue costs (100,500)
Services 250,000 50,000
Conversion of convertible
debentures 3,869,120 525,813
Acquisition of subsidiary 1,800,000 619,200
Stock option compensation
benefit 70,600
Interest on beneficial
conversion 566,456
Held in escrow 447,091
Promissory note issued
during the year
Foreign currency translation
Net loss for year
------------ ------------ ------------ ------------
Balance June 30, 1999 0 0 22,087,062 4,016,267
------------ ------------ ------------ ------------
Repayment of promissory
note
Common shares issued for
Exercise of stock options 792,500 158,750
for settlement of debt 281,182 281,182
for settlement of debt 383,228 383,228
Subscriptions received
Released from escrow 75,558
Foreign currency translation
Net loss for period
------------ ------------ ------------ ------------
Balance, March 31, 2000 664,410 $ 664,410 22,879,562 $ 4,250,575
============ ============ ============ ============
<CAPTION>
OTHER TOTAL
SUBSCRIPTIONS PROMISSORY COMPREHENSIVE ACCUMULATED SHAREHOLDERS'
RECEIVED NOTE INCOME DEFICIT EQUITY
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, June 30, 1998 $ 0 0 $ 36,235 $ (2,104,433) $ (281,568)
Common share issued for
Cash 50,000
Exercise of stock options 80,500
Promissory note 252,568
Settlement of lawsuit 15,000
Services (directors) 100,000
Share issue costs (100,500)
Services 50,000
Conversion of convertible
debentures 525,813
Acquisition of subsidiary 619,200
Stock option compensation
benefit 70,600
Interest on beneficial
conversion 566,456
Held in escrow 0
Promissory note issued
during the year (284,068) (284,068)
Foreign currency translation 8,444 8,444
Net loss for year (1,404,021) (1,404,021)
------------ ------------ ------------ ------------ ------------
Balance June 30, 1999 0 (284,068) 44,679 (3,508,454) 268,424
------------ ------------ ------------ ------------ ------------
Repayment of promissory
note 250,000 250,000
Common shares issued for 0
Exercise of stock options 158,750
for settlement of debt 281,182
for settlement of debt 383,228
Subscriptions received 3,991,000 3,991,000
Released from escrow 75,558
Foreign currency translation 1,614 1,614
Net loss for period (823,444) (823,444)
------------ ------------ ------------ ------------ ------------
Balance, March 31, 2000 $ 3,991,000 $ (34,068) $ 46,293 $ (4,331,898) $ 4,586,312
============ ============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements. 6
<PAGE> 8
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(U.S. DOLLARS)
<TABLE>
<CAPTION>
PERIOD FROM
FEBRUARY 12,
1996
NINE MONTHS ENDED (INCEPTION)
MARCH 31 THROUGH
2000 1999 MARCH 31, 2000
----------- ----------- -----------
(note 6)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (823,444) $ (621,590) $(4,331,898)
Adjustments to reconcile net loss to
net cash used in operating activities
Minority interests' share of subsidiary's loss (13,394) 0 (13,394)
Extraordinary item 0 0 (602,843)
Consulting services and financing fees 0 0 248,036
Depreciation and amortization 6,593 6,000 45,430
Stock option compensation benefit 0 0 70,600
Interest on beneficial conversion 0 169,000 566,456
Settlement of lawsuit 0 0 15,000
Write-down of license and operating assets 0 0 424,654
Changes in non-cash working capital
Due from affiliated company 0 (31,300) (116,000)
Promissory notes receivable 250,000 0 (34,068)
Receivables and deposits (171,211) 0 (173,823)
Accounts payable and accruals 223,535 0 768,049
Due to West Virginia University
Research Corporation 0 0 397,296
----------- ----------- -----------
NET CASH USED BY OPERATING ACTIVITIES (527,921) (477,890) (2,736,505)
----------- ----------- -----------
INVESTING ACTIVITIES
Purchase of property, equipment and
intangibles assets 0 (33,908) (111,539)
Assets acquired and liabilities assumed
on purchase of subsidiary 0 (129,474) (129,474)
Investment in and advances to affiliated
companies 0 0 (750,000)
License agreements 0 0 (124,835)
----------- ----------- -----------
NET CASH USED BY INVESTING ACTIVITIES 0 (163,382) (1,115,848)
----------- ----------- -----------
FINANCING ACTIVITIES
Advances from stockholders 0 79,412 1,078,284
Repayments to stockholders 0 (94,046) (94,046)
Liability to issue common stock 3,991,000 84,000 3,991,000
Proceeds from issuance of common stock 234,308 180,176 2,157,890
Proceeds from convertible debentures 0 600,000 600,000
Repayment of long term debt (94,988) 0 (94,988)
Share issue costs 0 (100,500) (227,420)
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,130,320 749,042 7,410,720
----------- ----------- -----------
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 1,614 8,000 46,293
----------- ----------- -----------
INCREASE (DECREASE) IN CASH 3,604,013 279,152 3,604,660
CASH, BEGINNING OF PERIOD 647 480 0
----------- ----------- -----------
CASH, END OF PERIOD $ 3,604,660 $ 279,632 $ 3,604,660
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements. 7
<PAGE> 9
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
(U.S. DOLLARS)
1. BASIS OF PRESENTATION
These unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles in the
United States for interim financial information. These financial
statement are condensed and do not include all disclosures required
for annual financial statements. The organization and business of the
Company, accounting policies followed by the Company and other
information are contained in the notes to the Company's audited
consolidated financial statements filed as part of the Company's June
30, 1999 Form 10-KSB.
In the opinion of the Company's management, these financial statements
reflect all adjustments necessary to present fairly the Company's
consolidated financial position at March 31, 2000 and June 30, 1999
and the consolidated results of operations and the consolidated
statements of cash flows for the nine months ended March 31, 2000 and
1999. The results of operations for the three months ended March 31,
2000 are not necessarily indicative of the results to be expected for
the entire fiscal year.
2. PRIVATE PLACEMENT
During the quarter ended March 31, 2000, the Company competed a
private placement whereby 2,650,000 common shares of the Company will
be issued at a price of $1.50 per common share and 1,325,000 common
share purchase warrants for $0.001 per warrant exercisable into common
shares at a price of $1.80 for a period of two years. The warrants may
be redeemed by the Company at $.01 per warrant if the market value of
the common stock of the Company trades above $10.00 for 10 consecutive
days.
As at March 31, 2000, $3,975,000 has been received in connection with
the above private placement and subsequent to March 31, 2000, the
2,650,000 common shares were issued.
3. PREFERRED SHARES
During the nine month period ended March 31, 2000, the Company
designated 1,000,000 of its authorized 20,000,000 preferred shares as
Series A Convertible Preferred Stock with a par value of $0.001 each.
Cumulative dividends are accrued at the rate of 5% annually, payable
at the option of the Company. The shares may be converted to
restricted common shares at the average trading price ten days prior
to conversion, and entitled to votes equal to the number of common
shares into which each series of preferred stock may be converted.
Each Series A Convertible Preferred Stock may be redeemed by the
Company for $1.50 each within one year after the date of issue, or
$2.00, $2.50, $3.00 and $3.50 in each of the subsequent four years
after date of issue.
The Company settled $383,229 of accounts payable and $281,182 of
long-term debt, both amounts due to two officers and directors of the
Company, by issuing $664,410 Series A Convertible Preferred Stock.
8
<PAGE> 10
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
(U.S. DOLLARS)
4. SUBSEQUENT EVENT
Subsequent to March 31, 2000, 80,000 shares were issued on exercise of
stock options during the quarter for total proceeds to the Company of
$16,000. Subsequent to March 31, 2000, 287,500 options were exercised
and shares issued in consideration of services rendered in the amount
of $65,000.
5. COMPARATIVE FIGURES
Operating results for the three and nine month periods ended March 31,
1999 were not audited or reviewed.
9
<PAGE> 11
Item 2. Plan of Operation
As a development stage company, the Company has had no revenues from operations
from inception (February 12, 1996) through March 31, 2000, and has incurred a
net loss of approximately $4.3 million for that period. To date, the Company has
relied on loans from management and management's ability to raise capital
through debt and equity private placement financings to fund its operations.
In December 1999, NextAntennas.com, Inc. ("NEXT"), a subsidiary of the Company,
received its first commercial, revenue-generating order for its GPS/LEOS antenna
from ARINC, Inc., an operator of communication and processing systems for the
aviation and transportation industry. The Company filled over half of this order
in April 2000 and expects to fill the balance of the order by the end of the
current fiscal year, which ends June 30, 2000. Although no assurances can be
given, management anticipates receiving orders for an additional $500,000 of
antennas from ARINC, Inc. during calendar 2000, as well as orders from
additional customers, based on the level of interest indicated to date.
During the quarter ended March 31, 2000, the Company completed a private
placement of common stock and common stock purchase warrants which resulted in
aggregate cash proceeds to the Company of nearly $4 million. The terms of the
private placement are summarized below in Part II, Item 2.
As a result of the developments with NEXT and the commercial interest in its
antenna products, specifically the first commercial order that will result in
revenue, the Company presently intends to focus substantially all of its
resources on the commercialization and sales of the NEXT antenna products. As a
result, the Company will devote only a limited amount of its resources on the
research, development and commercialization of its other technologies during
the next twelve months.
While management believes that each of the NEXT antenna products is ready to be
commercialized, ongoing research and development will be necessary over the
next twelve months and will be focused on adapting and "fine-tuning" the
antenna products for different applications and uses. The Company anticipates
spending approximately $500,000 over the next twelve months on this ongoing
research and development. Also, the Company has filed three provisional patent
applications with the U.S. patent office for various NEXT antenna products, and
anticipates filing additional provisional patent applications as warranted over
the next twelve months.
The Company is not in the manufacturing business and does not expect to make
any capital purchases of a manufacturing plant or significant equipment in the
next twelve months. The Company will be relying on contract manufacturers to
produce the antenna products.
During the next twelve months, the Company does not expect any significant
changes in the number of employees, but may add one or two qualified sales
people, if the Company is in a financial position to do so.
The most significant current liabilities relate to salaries and consulting
fees. In the event that the Company is not able to pay these current
liabilities as they become due, the Company will be unable to retain key
personnel who are responsible for research, development and marketing. These
functions are critical to the operations of the Company.
Various factors affecting the Company and its subsidiaries raise doubt as to
their ability to continue as a going concern. There can be no assurance that
the Company will be able to continue as a going concern, or achieve material
revenues and profitable operations. The Company may require additional
financing, and no assurances can be given that financing will be available to
the Company in the amounts required, or that, if available, will be on terms
satisfactory to the Company.
The Company is not aware of any circumstances or trends which would have a
negative impact upon future sales or earnings. There have been no material
fluctuations in the standard seasonal variations of the Company's business. The
accompanying financial statements include all adjustments which in the opinion
of management are necessary in order to make the financial statements not
misleading.
10
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - None.
ITEM 2. CHANGES IN SECURITIES
A. In December 1999, the Company issued a total of 50,000 shares of its common
stock upon exercise of an option by a participant in the Company's employee
benefit and consulting services plan, and the exercise price of $.15 per share
was paid in cash (an aggregate of $7,500). In February 2000, the Company issued
a total of 200,000 shares of its common stock upon exercise of an option by a
participant in the Company's employee benefit and consulting services plan, and
the exercise price of $.20 per share was paid in cash (an aggregate of
$40,000). In March 2000, the Company issued a total of 87,500 shares of its
common stock upon exercise of an option by a participant in the Company's
employee benefit and consulting services plan, and the exercise price of $.15
per share was paid in exchange for services received (an aggregate value of
$13,125).
These transactions did not involve any public offering, the securities
were issued under a plan structured in compliance with Rule 701 of the
Securities Act of 1933, as amended, no sales commissions were paid, and a
restrictive legend was placed on each certificate evidencing the shares. The
Company believes that these transactions were exempt from registration pursuant
to Rule 701 of the Securities Act.
B. During the quarter ended March 31, 2000, the Company offered and sold shares
of common stock and common stock purchase warrants to ten accredited investors,
for aggregate proceeds of $3,976,300. The investors were issued an aggregate of
2,650,000 shares of common stock (at a purchase price of $1.50 per share), and
warrants entitling the investors to purchase an aggregate of 1,325,000 shares
of common stock for a period of two years at an exercise price of $1.80 per
share (the aggregate purchase price of the warrants was $1,325). The shares and
warrants were issued in April 2000.
In connection with the offering, the Company is obligated to register
for resale the 2,650,000 shares plus the 1,325,000 shares issuable upon exercise
of warrants held by these investors.
This transaction did not involve any public offering, no sales
commissions were paid, and a restrictive legend was placed on each certificate
evidencing the shares and on the warrant. All investors are accredited
investors, and the Company believes that this private placement is exempt from
registration pursuant to Sections 4(2), 4(6) and/or Rule 506 of the Securities
Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit Number and Brief Description
2.1 Agreement and Plan of Reorganization between the Registrant and
Integral Vision Systems, Inc. dated March 11, 1997. (Incorporated
by reference to Exhibit 2.1 of the Registrant's registration
statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
2.2 Agreement and Plan of Reorganization between the Registrant and
Emergent Technologies Corporation dated December 10, 1997.
(Incorporated by reference to Exhibit 2.2 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
11
<PAGE> 13
3.1 Articles of Incorporation, as amended and currently in effect.
(Incorporated by reference to Exhibit 3.1 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
3.2 Bylaws, as amended and restated on December 31, 1997. (Incorporated
by reference to Exhibit 3.2 of the Registrant's registration
statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
10.1 Sublicense Agreement between the Registrant's subsidiary, Emergent
Technologies Corporation, and Integral Concepts, Inc., dated
January 2, 1996, relating to the Toroidal Helical Antenna.
(Incorporated by reference to Exhibit 10.1 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.2 Agreement between the Registrant and West Virginia University
Research Corporation on Behalf of West Virginia University dated
February 9, 1996, relating to RF Quarter-Wave Coaxial Cavity
Resonator. (Incorporated by reference to Exhibit 10.2 of the
Registrant's registration statement on Form 10-SB (file no.
0-28353) filed December 2, 1999.)
10.3 Agreement between the Registrant and West Virginia University
Research Corporation on Behalf of West Virginia University dated
February 9, 1996, relating to Counterfeit Currency Determination
Prototype. (Incorporated by reference to Exhibit 10.3 of the
Registrant's registration statement on Form 10-SB (file no.
0-28353) filed December 2, 1999.)
10.4 Sublicense Agreement between Integral Concepts, Inc. and the
Registrant dated February 15, 1996, relating to the design,
construction and operation of a Plasma Ignition System.
(Incorporated by reference to Exhibit 10.4 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.5 Employment Agreement between the Registrant and William S. Robinson
dated October 1, 1997 and Addendum dated March 15, 1999.
(Incorporated by reference to Exhibit 10.5 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.6 Employment Agreement between the Registrant and William A. Ince
dated October 1, 1997 and Addendum dated March 15, 1999.
(Incorporated by reference to Exhibit 10.6 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.7 Employee Benefit And Consulting Services Compensation Plan, as
restated January 10, 1999. (Incorporated by reference to Exhibit
10.7 of the Registrant's registration statement on Form 10-SB (file
no. 0-28353) filed December 2, 1999.)
10.8 Sublicense Agreement between the Registrant's subsidiary, Integral
Vision Systems, Inc., and Integral Concepts, Inc., dated February
15, 1994, relating to vision system technologies. (Incorporated by
reference to Exhibit 10.8 of the Registrant's registration
statement on Form 10-SB/A-1 (file no. 0-28353) filed February 8,
2000).
27 Financial Data Schedule. (Filed herewith).
(b) Reports on Form 8-K - None.
12
<PAGE> 14
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTEGRAL TECHNOLOGIES, INC.
By: /s/ William S. Robinson
------------------------------------------
William S. Robinson, Chairman, Chief
Executive Officer, Treasurer and Director
By: /s/ William A. Ince
------------------------------------------
William A. Ince, President, Secretary,
Chief Financial Officer and Director
Date: May 12, 2000
13
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
2.1 Agreement and Plan of Reorganization between the Registrant and
Integral Vision Systems, Inc. dated March 11, 1997. (Incorporated
by reference to Exhibit 2.1 of the Registrant's registration
statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
2.2 Agreement and Plan of Reorganization between the Registrant and
Emergent Technologies Corporation dated December 10, 1997.
(Incorporated by reference to Exhibit 2.2 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
3.1 Articles of Incorporation, as amended and currently in effect.
(Incorporated by reference to Exhibit 3.1 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
3.2 Bylaws, as amended and restated on December 31, 1997. (Incorporated
by reference to Exhibit 3.2 of the Registrant's registration
statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
10.1 Sublicense Agreement between the Registrant's subsidiary, Emergent
Technologies Corporation, and Integral Concepts, Inc., dated
January 2, 1996, relating to the Toroidal Helical Antenna.
(Incorporated by reference to Exhibit 10.1 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.2 Agreement between the Registrant and West Virginia University
Research Corporation on Behalf of West Virginia University dated
February 9, 1996, relating to RF Quarter-Wave Coaxial Cavity
Resonator. (Incorporated by reference to Exhibit 10.2 of the
Registrant's registration statement on Form 10-SB (file no.
0-28353) filed December 2, 1999.)
10.3 Agreement between the Registrant and West Virginia University
Research Corporation on Behalf of West Virginia University dated
February 9, 1996, relating to Counterfeit Currency Determination
Prototype. (Incorporated by reference to Exhibit 10.3 of the
Registrant's registration statement on Form 10-SB (file no.
0-28353) filed December 2, 1999.)
10.4 Sublicense Agreement between Integral Concepts, Inc. and the
Registrant dated February 15, 1996, relating to the design,
construction and operation of a Plasma Ignition System.
(Incorporated by reference to Exhibit 10.4 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.5 Employment Agreement between the Registrant and William S. Robinson
dated October 1, 1997 and Addendum dated March 15, 1999.
(Incorporated by reference to Exhibit 10.5 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.6 Employment Agreement between the Registrant and William A. Ince
dated October 1, 1997 and Addendum dated March 15, 1999.
(Incorporated by reference to Exhibit 10.6 of the Registrant's
registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
</TABLE>
<PAGE> 16
<TABLE>
<S> <C>
10.7 Employee Benefit And Consulting Services Compensation Plan, as
restated January 10, 1999. (Incorporated by reference to Exhibit
10.7 of the Registrant's registration statement on Form 10-SB (file
no. 0-28353) filed December 2, 1999.)
10.8 Sublicense Agreement between the Registrant's subsidiary, Integral
Vision Systems, Inc., and Integral Concepts, Inc., dated February
15, 1994, relating to vision system technologies. (Incorporated by
reference to Exhibit 10.8 of the Registrant's registration
statement on Form 10-SB/A-1 (file no. 0-28353) filed February 8,
2000).
27 Financial Data Schedule. (Filed herewith).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM A FORM
10-QSB FOR THE PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 3,604,660
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,775,871
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,434,442
<CURRENT-LIABILITIES> 848,130
<BONDS> 0
0
664,410
<COMMON> 4,250,575
<OTHER-SE> (328,673)
<TOTAL-LIABILITY-AND-EQUITY> 5,434,442
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 823,444
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (823,444)
<EPS-BASIC> (0.04)
<EPS-DILUTED> 0
</TABLE>
