<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-41938
Prospectus Supplement No. 2
Dated November 13, 2000 (to Prospectus dated August 9, 2000)
INTEGRAL TECHNOLOGIES, INC.
This Prospectus Supplement is part of the Prospectus dated August 9, 2000
related to an offering of up to 16,470,000 shares of our common stock by the
persons identified as "selling securityholders" in the Prospectus.
A copy of our Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2000 is attached hereto.
The date of this Prospectus Supplement No. 2 is November 13, 2000
<PAGE> 2
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 September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to ______________
Commission file number:
----------------
INTEGRAL TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in it charter)
<TABLE>
<S> <C>
NEVADA 98-0163519
------------------------------------------------------------- --------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
805 W. ORCHARD DRIVE, SUITE 3, BELLINGHAM, WASHINGTON 98225
----------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices)
(360) 752-1982
---------------------------
(issuer's telephone number)
----------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last report)
</TABLE>
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 [X] No [ ]
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 NOVEMBER 9, 2000, THE ISSUER
HAD 26,332,062 SHARES OF $.001 PAR VALUE COMMON STOCK OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 3
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS. F-1
Integral Technologies, Inc. and Subsidiaries
September 30, 2000 and 1999
Report of Independent Accountants F-2
Consolidated Balance Sheets
June 30, 2000 and
September 30, 2000 (unaudited) F-3
Consolidated Statements of Operations
From Inception (February 12, 1996) to September 30, 2000
(unaudited) and for the three months ended September 30, 2000
and 1999 (unaudited) F-4
Consolidated Statements of Stockholders' Equity
for the period ended September 30, 2000 (unaudited) F-5
Consolidated Statements of Cash Flows
From Inception (February 12, 1996) to September 30, 2000
(unaudited) and for the three months ended September 30, 2000
and 1999 (unaudited) F-6
Notes to Consolidated Financial Statements (unaudited) F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS 2
PART II - OTHER INFORMATION 3
SIGNATURES 6
</TABLE>
<PAGE> 4
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INTEGRAL TECHNOLOGIES AND SUBSIDIARIES
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
F-1
<PAGE> 5
PANNELL KERR FORSTER
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, cash flows and stockholders' equity of Integral Technologies Inc.,
as of September 30, 2000, and for the three-month period 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
October 31, 2000
See notes to consolidated financial statements.
F-2
<PAGE> 6
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(U.S. DOLLARS)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
2000 2000
------------- -----------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 1,745,697 $ 2,908,700
Accounts receivable 76,643 75,641
Inventory 25,000 25,000
Prepaid expenses 165 5,395
----------- -----------
TOTAL CURRENT ASSETS 1,847,505 3,014,736
PROPERTY AND EQUIPMENT 40,288 41,580
LICENSE AGREEMENT AND INTANGIBLES 1,442,597 1,462,781
INVESTMENTS 875,000 300,000
----------- -----------
TOTAL ASSETS $ 4,205,390 $ 4,819,097
=========== ===========
LIABILITIES
CURRENT
Accounts payable and accruals $ 348,517 $ 372,441
Due to West Virginia University Research Corporation 397,296 397,296
Customer deposits 13,232 13,232
Short-term loan 45,000 45,000
----------- -----------
TOTAL CURRENT LIABILITIES 804,045 827,969
----------- -----------
STOCKHOLDERS' EQUITY
PREFERRED STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
20,000,000 Shares authorized
664,410 (June 30, 2000 - 664,410) issued and outstanding 664,410 664,410
COMMON STOCK AND PAID IN CAPITAL IN EXCESS OF $0.001 PAR VALUE
50,000,000 Shares authorized
26,113,947 (June 30, 2000 - 26,032,062) issued and outstanding 8,497,261 8,384,781
SUBSCRIPTIONS RECEIVABLE (102,356) 0
PROMISSORY NOTES RECEIVABLE (58,500) (58,500)
OTHER COMPREHENSIVE INCOME 46,518 46,293
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (5,645,988) (5,045,856)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 3,401,345 3,991,128
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,205,390 $ 4,819,097
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE> 7
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(U.S. DOLLARS)
<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION TO
THREE MONTHS ENDED (FEBRUARY 12,1996)
SEPTEMBER 30, TO
2000 1999 SEPTEMBER 30, 2000
------------ ------------ ------------------
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 172,417
COST OF SALES 0 0 197,188
------------ ------------ -----------
0 0 (24,771)
------------ ------------ -----------
EXPENSES
Salaries and benefits 255,812 60,000 1,224,801
Legal and accounting 83,116 0 548,353
Research and development 55,447 18,585 1,118,811
Advertising 45,145 0 153,731
Travel and entertainment 42,399 10,326 396,048
General and administrative 34,826 5,088 270,842
Consulting 35,700 50,700 931,121
Rent 21,343 5,335 135,443
Telephone 15,365 3,062 163,762
Interest on beneficial conversion feature 10,124 0 576,580
Bad debt 0 0 2,568
Write-down of license and operating assets 0 0 424,654
Bank charges and interest, net (30,601) 83,902 119,674
Depreciation and amortization 23,151 2,000 149,367
------------ ------------ -----------
591,827 238,998 6,215,755
------------ ------------ -----------
LOSS BEFORE EXTRAORDINARY ITEM 591,827 238,998 6,240,526
EXTRAORDINARY ITEM
Cancellation of debt 0 0 (602,843)
------------ ------------ -----------
NET LOSS FOR PERIOD $ 591,827 $ 238,998 $ 5,637,683
============ ============ ===========
NET LOSS PER COMMON SHARE $ (0.02) $ (0.01)
============ ============ ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 26,033,842 22,076,306
============ ============ ===========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE> 8
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(U.S. DOLLARS)
<TABLE>
<CAPTION>
COMMON PREFERRED
STOCK AND STOCK AND
SHARES OF PAID-IN SHARES OF PAID-IN
COMMON CAPITAL PREFERRED CAPITAL PROMISSORY OTHER
STOCK IN EXCESS STOCK IN EXCESS SUBSCRIPTIONS NOTES COMPREHENSIVE
ISSUED OF PAR ISSUED OF PAR RECEIVABLE RECEIVABLE INCOME
---------- ---------- --------- --------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1999 22,087,062 $4,016,267 0 $ 0 $ 0 $(284,068) $44,679
SHARES ISSUED FOR
Cash on private placement 2,650,000 3,975,000 0 0 0 0 0
Exercise of options 1,245,000 256,700 0 0 0 0 0
Release from escrow 0 75,558 0 0 0 0 0
Services 50,000 13,000 0 0 0 0 0
On settlement of debt 0 0 664,410 664,410 0 0 0
Stock option benefit 0 48,256 0 0 0 0 0
Promissory note repayment 0 0 0 0 0 225,568 0
Foreign currency translation 0 0 0 0 0 0 1,614
Net loss for year 0 0 0 0 0 0 0
---------- ---------- ------- -------- --------- --------- -------
BALANCE JUNE 30, 2000 26,032,062 8,384,781 664,410 664,410 0 (58,500) 46,293
Shares issued for cash 81,885 112,480 0 0 (102,356) 0 0
Dividends on preferred shares 0 0 0 0 0 0 0
Foreign currency translation 0 0 0 0 0 0 225
Net loss for period 0 0 0 0 0 0 0
---------- ---------- ------- -------- --------- --------- -------
BALANCE,SEPTEMBER 30, 2000 26,113,947 $8,497,261 664,410 $664,410 $(102,356) $ (58,500) $46,518
========== ========== ======= ======== ========= ========= =======
<CAPTION>
DEFICIT
ACCUMULATED
DURING THE TOTAL
DEVELOPMENT STOCKHOLDERS'
STAGE EQUITY
----------- -------------
<S> <C> <C>
BALANCE, JUNE 30, 1999 $(3,508,454) $ 268,424
SHARES ISSUED FOR
Cash on private placement 0 3,975,000
Exercise of options 0 256,700
Release from escrow 0 75,558
Services 0 13,000
On settlement of debt 0 664,410
Stock option benefit 0 48,256
Promissory note repayment 0 225,568
Foreign currency translation 0 1,614
Net loss for year (1,537,402) (1,537,402)
----------- -----------
BALANCE JUNE 30, 2000 (5,045,856) 3,991,128
Shares issued for cash 0 10,124
Dividends on preferred shares (8,305) (8,305)
Foreign currency translation 0 225
Net loss for period (591,827) (591,827)
----------- -----------
BALANCE,SEPTEMBER 30, 2000 $(5,645,988) $ 3,401,345
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE> 9
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(U.S. DOLLARS)
<TABLE>
<CAPTION>
PERIOD FROM
FEBRUARY 12, 1996
THREE MONTHS ENDED (INCEPTION)
SEPTEMBER 30, THROUGH
2000 1999 SEPTEMBER 30, 2000
----------- --------- ------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (591,827) $(238,998) $(5,637,683)
Item not involving cash
Depreciation and amortization 26,276 2,000 169,501
Extraordinary item 0 0 (602,843)
Consulting services and financing fees 0 0 361,719
Stock option compensation benefit 0 0 118,856
Interest on beneficial conversion 10,124 0 576,580
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 0 (116,000)
Notes and account receivable (1,002) 0 (108,144)
Inventory 0 0 (25,000)
Prepaid expenses 5,230 0 (165)
Deferred revenue 0 0 13,232
Other 0 0 (2,609)
Accounts payable and accruals (32,229) 424,428 748,453
Due to West Virginia University Research Corporation 0 0 397,296
Short-term loans 0 31,100 0
Loans payable 0 (376,170) 0
----------- --------- -----------
CASH USED IN OPERATING ACTIVITIES (583,428) (157,640) (3,667,153)
----------- --------- -----------
INVESTING ACTIVITIES
Purchase of property, equipment and intangible assets (4,800) 0 (139,334)
Assets acquired and liabilities assumed on purchase of
subsidiary 0 0 (129,474)
Investment purchase (575,000) 0 (1,625,000)
License agreement 0 0 (124,835)
----------- --------- -----------
CASH USED IN INVESTING ACTIVITIES (579,800) 0 (2,018,643)
----------- --------- -----------
FINANCING ACTIVITIES
Liability to issue common stock 0 60,000 0
Issuance of common stock 0 131,428 6,028,157
Advances from stockholders (net of repayments) 0 0 984,238
Share issue cost 0 0 (227,420)
Proceeds from convertible debentures 0 0 600,000
----------- --------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES 0 191,428 7,384,975
----------- --------- -----------
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH 225 0 46,518
INFLOW (OUTFLOW) OF CASH (1,163,003) 33,788 1,745,697
CASH, BEGINNING OF PERIOD 2,908,700 643 0
----------- --------- -----------
CASH, END OF PERIOD $ 1,745,697 $ 34,431 $ 1,745,697
=========== ========= ===========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE> 10
INTEGRAL TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
(U.S. DOLLARS)
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 statements 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, 2000 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 September 30, 2000 and June 30, 2000 and the consolidated results of
operations and the consolidated statements of cash flows for the three months
ended September 30, 2000 and 1999. The results of operations for the three
months ended September 30, 2000 are not necessarily indicative of the results to
be expected for the entire fiscal year.
F-7
<PAGE> 11
ITEM 2. PLAN OF OPERATION
The Company recorded revenues from operations for the first time in the fourth
quarter of the fiscal year ended June 30, 2000 in the amount of $172,417.
However, the Company is still considered a development stage company for
accounting purposes. From inception on February 12, 1996 through September 30,
2000, the Company has incurred a cumulative net loss of approximately $5,637,683
million for that period. The Company had no revenues during the quarter ended
September 30, 2000.
As a result of the commercial interest in the antenna products of the Company's
subsidiary, Antek Wireless, Inc., the Company presently intends to focus
substantially all of its resources on the commercialization and sales of the
Antek 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 Antek 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 Antek 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's subsidiary, Antek, will employ
additional staff in order to further enhance its management team. Additionally,
it is anticipated that approximately five sales people and three administration
people will be added.
On May 11, 2000, the Company entered into an Investment Agreement and a
Registration Rights Agreement with Swartz Private Equity, LLC ("Swartz").
Pursuant to the terms of the Investment Agreement, the Company may, in its sole
discretion and subject to certain restrictions, periodically sell ("Put") shares
of common stock to Swartz for up to an aggregate of $25 million. On September
26, 2000, the Company issued 300,000 shares to Swartz pursuant to a Put of up to
that number of shares. The number of shares purchased and the price per share
were determined pursuant to the terms of the Investment Agreement. The September
26, 2000 Put resulted in Swartz purchasing 81,885 shares for net proceeds to the
Company of $102,356. The balance of 218,115 shares shall remain outstanding for
use in connection with a subsequent put(s).
Management believes that the Company will have adequate financial resources to
fund its operations over the next twelve months.
2
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There have been no material developments in any of the legal proceedings
described in the Company's annual report on Form 10-KSB for the year ended June
30, 2000.
ITEM 2. CHANGES IN SECURITIES.
(c) On May 11, 2000, the Company entered into an investment agreement
and a Registration Rights Agreement with Swartz Private Equity, LLC ("Swartz").
Pursuant to the terms of the Investment Agreement, the Company may, in its sole
discretion and subject to certain restrictions, periodically sell shares of
common stock to Swartz for up to an aggregate of $25 million. On September 26,
2000, the Company issued 300,000 shares to Swartz pursuant to a Put of up to
that number of shares. The number of shares purchased and the price per share
were determined pursuant to the terms of the Investment Agreement. The September
26, 2000 Put resulted in Swartz purchasing 81,885 shares for net proceeds to the
Company of $102,356. The balance of 218,115 shares shall remain outstanding for
use in connection with a subsequent put(s). The Company believes that the
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act and/or Rule 506 of Regulation D.
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
<TABLE>
<S> <C>
2.1 Agreement and Plan of Reorganization between Integral and Integral Vision Systems, Inc. dated March
11, 1997. (Incorporated by reference to Exhibit 2.1 of Integral's registration statement on Form 10-SB
(file no. 0-28353) filed December 2, 1999.)
2.2 Agreement and Plan of Reorganization between Integral and Emergent Technologies Corporation dated
December 10, 1997. (Incorporated by reference to Exhibit 2.2 of Integral'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 Integral'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
Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
4.1 Form of Securities Purchase Agreement between Integral and certain parties related to the purchase of
Integral common stock to be registered pursuant to this offering (Incorporated by reference to Exhibit
4.1 of Integral's registration statement on Form SB-2 (file no - 333-41938) filed July 21, 2000).
4.2 Form of Common Stock Purchase Warrant related to the offering of securities described in Exhibit 4.1
(Incorporated by reference to Exhibit 4.1 of Integral's registration statement on Form SB-2 (file no -
333-41938) filed July 21, 2000).
4.3 Investment Agreement dated May 11, 2000, by and between Integral and Swartz Private Equity, LLC
(Incorporated by reference to Exhibit 4.1 of Integral's registration statement on Form SB-2 (file no -
333-41938) filed July 21, 2000).
</TABLE>
3
<PAGE> 13
<TABLE>
<S> <C>
4.4 Warrant to purchase common stock issued to Swartz Private Equity, LLC on May 11, 2000, exercisable to
purchase an aggregate of 495,000 shares of common stock at $1.306 per share (subject to adjustment)
until December 13, 2004, granted to Swartz in connection with the offering of securities described in
Exhibit 4.3 (Incorporated by reference to Exhibit 4.1 of Integral's registration statement on Form
SB-2 (file no - 333-41938) filed July 21, 2000).
4.5 Registration Rights Agreement, dated May 11, 2000, by and between Integral and Swartz Private Equity,
LLC, related to the registration of the common stock to be sold pursuant to Exhibit 4.3 (Incorporated
by reference to Exhibit 4.1 of Integral's registration statement on Form SB-2 (file no - 333-41938)
filed July 21, 2000).
4.6 Warrant to Purchase Common Stock to be issued from time to time in connection with the offering of
securities described in Exhibit 4.3 (Incorporated by reference to Exhibit 4.1 of Integral's
registration statement on Form SB-2 (file no - 333-41938) filed July 21, 2000).
4.7 Warrant Side Agreement dated May 11, 2000 between Integral and Swartz related to the offering of
securities described in Exhibit 4.3 (Incorporated by reference to Exhibit 4.1 of Integral's
registration statement on Form SB-2 (file no - 333-41938) filed July 21, 2000).
10.1 Sublicense Agreement between Integral'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 Integral's registration statement on Form 10-SB (file no. 0-28353) filed
December 2, 1999.)
10.2 Agreement between Integral 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 Integral's registration statement on Form 10-SB (file
no. 0-28353) filed December 2, 1999.)
10.3 Agreement between Integral 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 Integral's registration statement on Form
10-SB (file no. 0-28353) filed December 2, 1999.)
10.4 Sublicense Agreement between Integral Concepts, Inc. and Integral dated February 15, 1996, relating to
the design, construction and operation of a Plasma Ignition System. (Incorporated by reference to
Exhibit 10.4 of Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2,
1999.)
10.5 Employment Agreement between Integral and William S. Robinson dated October 1, 1997 and Addendum dated
March 15, 1999. (Incorporated by reference to Exhibit 10.5 of Integral's registration statement on
Form 10-SB (file no. 0-28353) filed December 2, 1999.)
10.6 Employment Agreement between Integral and William A. Ince dated October 1, 1997 and Addendum dated
March 15, 1999. (Incorporated by reference to Exhibit 10.6 of Integral'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 Integral's registration statement on Form 10-SB (file
no. 0-28353) filed December 2, 1999.)
10.8 Sublicense Agreement between Integral'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 Integral's registration statement on Form 10-SB/A-1 (file no. 0-28353)
filed February 8, 2000).
</TABLE>
4
<PAGE> 14
<TABLE>
<S> <C>
21.2 Subsidiaries of Integral (Incorporated by reference to Exhibit 21.2 of Integral's registration
statement on Form SB-2 (file no. 333-41938) filed July 21, 2000.)
27 Financial Data Schedule. (Filed herewith).
</TABLE>
(b) Reports on Form 8-K - None.
5
<PAGE> 15
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: November 13, 2000
6
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER BRIEF DESCRIPTION
------ -----------------
<S> <C>
2.1 Agreement and Plan of Reorganization between Integral and Integral Vision Systems, Inc. dated March
11, 1997. (Incorporated by reference to Exhibit 2.1 of Integral's registration statement on Form
10-SB (file no. 0-28353) filed December 2, 1999.)
2.2 Agreement and Plan of Reorganization between Integral and Emergent Technologies Corporation dated
December 10, 1997. (Incorporated by reference to Exhibit 2.2 of Integral'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 Integral'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
Integral's registration statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
4.1 Form of Securities Purchase Agreement between Integral and certain parties related to the purchase
of Integral common stock to be registered pursuant to this offering (Incorporated by reference to
Exhibit 4.1 of Integral's registration statement on Form SB-2 (file no - 333-41938) filed July 21,
2000).
4.2 Form of Common Stock Purchase Warrant related to the offering of securities described in Exhibit
4.1 (Incorporated by reference to Exhibit 4.1 of Integral's registration statement on Form SB-2
(file no - 333-41938) filed July 21, 2000).
4.3 Investment Agreement dated May 11, 2000, by and between Integral and Swartz Private Equity, LLC
(Incorporated by reference to Exhibit 4.1 of Integral's registration statement on Form SB-2 (file
no - 333-41938) filed July 21, 2000).
4.4 Warrant to purchase common stock issued to Swartz Private Equity, LLC on May 11, 2000, exercisable
to purchase an aggregate of 495,000 shares of common stock at $1.306 per share (subject to
adjustment) until December 13, 2004, granted to Swartz in connection with the offering of
securities described in Exhibit 4.3 (Incorporated by reference to Exhibit 4.1 of Integral's
registration statement on Form SB-2 (file no - 333-41938) filed July 21, 2000).
4.5 Registration Rights Agreement, dated May 11, 2000, by and between Integral and Swartz Private
Equity, LLC, related to the registration of the common stock to be sold pursuant to Exhibit 4.3
(Incorporated by reference to Exhibit 4.1 of Integral's registration statement on Form SB-2 (file
no - 333-41938) filed July 21, 2000).
4.6 Warrant to Purchase Common Stock to be issued from time to time in connection with the offering of
securities described in Exhibit 4.3 (Incorporated by reference to Exhibit 4.1 of Integral's
registration statement on Form SB-2 (file no - 333-41938) filed July 21, 2000).
4.7 Warrant Side Agreement dated May 11, 2000 between Integral and Swartz related to the offering of
securities described in Exhibit 4.3 (Incorporated by reference to Exhibit 4.1 of Integral's
registration statement on Form SB-2 (file no - 333-41938) filed July 21, 2000).
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
NUMBER BRIEF DESCRIPTION
------ -----------------
<S> <C>
10.1 Sublicense Agreement between Integral'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 Integral's registration statement on Form 10-SB (file no. 0-28353)
filed December 2, 1999.)
10.2 Agreement between Integral 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 Integral's registration statement on Form 10-SB (file
no. 0-28353) filed December 2, 1999.)
10.3 Agreement between Integral 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 Integral's registration statement on Form
10-SB (file no. 0-28353) filed December 2, 1999.)
10.4 Sublicense Agreement between Integral Concepts, Inc. and Integral dated February 15, 1996, relating to
the design, construction and operation of a Plasma Ignition System. (Incorporated by reference to Exhibit
10.4 of Integral's registration statement on Form 10-SB (file no.0-28353) filed December 2, 1999.)
10.5 Employment Agreement between Integral and William S. Robinson dated October 1, 1997 and Addendum
dated March 15, 1999. (Incorporated by reference to Exhibit 10.5 of Integral's registration
statement on Form 10-SB (file no. 0-28353) filed December 2, 1999.)
10.6 Employment Agreement between Integral and William A. Ince dated October 1, 1997 and Addendum dated
March 15, 1999. (Incorporated by reference to Exhibit 10.6 of Integral'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 Integral's registration statement on Form 10-SB (file
no. 0-28353) filed December 2, 1999.)
10.8 Sublicense Agreement between Integral'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 Integral's registration statement on Form 10-SB/A-1 (file no. 0-28353)
filed February 8, 2000).
21.2 Subsidiaries of Integral (Incorporated by reference to Exhibit 21.2 of Integral's registration
statement on Form SB-2 (file no. 333-41938) filed July 21, 2000.)
27 Financial Data Schedule. (Filed herewith).
</TABLE>
<PAGE> 18
[ARTICLE] 5
[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM A QUARTERLY
REPORT ON FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 2000 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
[/LEGEND]
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] JUN-30-2001
[PERIOD-START] JUL-01-2000
[PERIOD-END] SEP-30-2000
[CASH] 1,745,697
[SECURITIES] 0
[RECEIVABLES] 76,643
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 1,847,505
[PP&E] 100,996
[DEPRECIATION] 60,708
[TOTAL-ASSETS] 4,205,390
[CURRENT-LIABILITIES] 804,045
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 664,410
[COMMON] 8,497,261
[OTHER-SE] 5,760,326
[TOTAL-LIABILITY-AND-EQUITY] 4,205,390
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 591,827
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (591,827)
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (591,827)
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
