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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2000.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO
___________
Commission file number: 0-28420
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Integ Incorporated
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(Exact name of registrant as specified in its charter)
Minnesota 41-167017
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(State of Incorporation) (I.R.S. Employer Identification No.)
2800 Patton Road, St. Paul, MN 55113
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(Address of principal executive offices) (Zip Code)
Telephone Number: (651) 639-8816
--------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes X No
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As of August 4, 2000, the registrant had 9,859,078 shares of $.01 par value
common stock issued and outstanding.
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INTEG INCORPORATED
INDEX
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PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Balance Sheets as of June 30, 2000 and
December 31, 1999 3
Statements of Operations for the three and six
month periods ended June 30, 2000 and 1999
and for the period April 3, 1990 (inception) through
June 30, 2000. 4
Statements of Cash Flows for the three and six
month periods ended June 30, 2000 and 1999
and for the period from April 3, 1990 (inception) through
June 30, 2000. 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Submission of Matters to a Vote of Security Holders 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
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Integ Incorporated
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
----------- ------------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,555,831 $ 2,953,270
Prepaid expenses 118,020 82,755
Accounts receivable - related party -- 181,669
------------ ------------
Total current assets 1,673,851 3,217,694
------------ ------------
Furniture and equipment 8,436,585 8,498,173
Less accumulated depreciation (3,411,610) (3,088,449)
------------ ------------
5,024,975 5,409,724
Other assets 4,641 8,579
------------ ------------
Total assets $ 6,703,467 $ 8,635,997
============ ============
Liabilities and shareholders' equity Current liabilities:
Accounts payable and accrued expenses $ 246,855 $ 511,873
Notes payable 38,625
Current portion of capital lease obligations -- 14,178
Current portion of long-term debt 1,307,106 1,398,098
------------ ------------
Total current liabilities 1,592,586 1,924,149
------------ ------------
Long-term liabilities:
Capital lease obligations, less current portion -- --
Long-term debt, less current portion 633,443 1,273,920
------------ ------------
Total long-term liabilities 633,443 1,273,920
------------ ------------
Shareholders' equity:
Preferred stock 8,314
Common stock 98,591 97,286
Additional paid-in capital 56,613,453 54,786,327
Deficit accumulated during the development stage (52,187,040) (49,368,631)
------------ ------------
4,533,318 5,514,982
Deferred compensation (55,880) (77,054)
------------ ------------
Total shareholders' equity 4,477,438 5,437,928
------------ ------------
Total liabilities and shareholders' equity $ 6,703,467 $ 8,635,997
============ ============
</TABLE>
3
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Integ Incorporated
(A Development Stage Company)
Statement of Operations
(unaudited)
<TABLE>
<CAPTION>
Period from
Three Months Ended Six Months Ended April 3, 1990
June 30 June 30 (Inception) to
---------------------------- ---------------------------- June 30
2000 1999 2000 1999 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Operating expenses:
Research and development $ 415,691 $ 586,255 $ 849,605 $ 1,378,588 $ 24,728,514
Manufacturing development 527,834 495,732 942,714 1,085,581 9,991,511
General and administrative 479,209 1,518,097 893,215 2,066,908 18,792,472
------------ ------------ ------------ ------------ ------------
Operating loss (1,422,733) (2,600,084) (2,685,534) (4,531,077) (53,512,497)
------------ ------------ ------------ ------------ ------------
Other income (expense):
Interest income 24,278 95,371 57,636 221,957 4,828,640
Interest expense (96,614) (180,490) (219,496) (375,503) (3,403,429)
Other (net) 17,272 (241) 28,985 (160) (99,754)
------------ ------------ ------------ ------------ ------------
(55,064) (85,360) (132,875) (153,705) 1,325,457
------------ ------------ ------------ ------------ ------------
Net loss for the period and
deficit accumulated during
the development stage $ (1,477,797) $ (2,685,444) $ (2,818,409) $ (4,684,782) $(52,187,040)
============ ============ ============ ============ ============
Net loss per share:
Basic and diluted $ (0.15) $ (0.28) $ (0.29) $ (0.49) $ (13.41)
============ ============ ============ ============ ============
Weighted average number of
common shares outstanding:
Basic and diluted 9,859,078 9,657,290 9,811,103 9,637,243 3,891,312
============ ============ ============ ============ ============
</TABLE>
4
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Integ Incorporated
(A Development Stage Company)
Statements of Cashflows
(unaudited)
<TABLE>
<CAPTION>
Period from
Three Months Ended Six Months Ended April 3, 1990
June 30 June 30 (Inception) to
--------------------------- ---------------------------- June 30
2000 1999 2000 1999 2000
------------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Operating activities:
Net loss $ (1,477,797) $ (2,685,445) $ (2,818,409) $ (4,684,783) $(52,187,040)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation 178,566 274,264 371,786 548,529 4,181,024
Deferred compensation amortization 10,587 10,587 21,174 21,174 1,161,584
Amortization of loan commitment fee -- -- -- -- 250,074
Impairment of fixed assets 6,936 6,936 391,096
Loss(gain) on sale of equipment and
deposit write-off (17,159) (901) (23,033) (901) 71,583
Value of options and warrants and stock
related to debt financing, lease
guarantee, extension of options and
consulting services 112 3,826 105,500 102,545 571,529
Changes in operating assets and liabilities:
Receivables 181,662 -- 181,669 -- (28,831)
Prepaid expenses and other assets (23,627) (104,750) (35,263) (81,278) 262,040
Notes payable 38,625 38,625 38,625
Accounts payable and accrued expenses (259,311) (188,736) (265,781) (349,510) 246,092
------------ ------------ ------------ ------------ ------------
Net cash used in operating activities (1,361,406) (2,691,155) (2,416,796) (4,444,225) (45,042,224)
------------ ------------ ------------ ------------ ------------
Investing activities:
Purchase of furniture and equipment (11,145) (10,022) (11,145) (15,347) (8,959,341)
Proceeds from sale of furniture and equipment 19,405 3,500 40,967 3,500 140,292
------------ ------------ ------------ ------------ ------------
Net cash used in investing activities 8,260 (6,522) 29,822 (11,847) (8,819,049)
------------ ------------ ------------ ------------ ------------
Financing activities:
Proceeds from sale of preferred stock 1,620,777 -- 1,620,777 -- 24,410,509
Proceeds from bridge loan debt -- -- -- -- 2,900,000
Proceeds from borrowings under loan agreement -- -- -- -- 5,486,446
Payments on long-term debt (290,866) (304,616) (731,471) (594,396) (3,398,581)
Payments on capital lease obligations (6,104) (42,269) (14,178) (83,564) (694,065)
Proceeds from sale of Common Stock -- 962 114,407 962 26,712,795
------------ ------------ ------------ ------------ ------------
Net cash provided by financing activities 1,323,807 (345,923) 989,536 (676,998) 55,417,103
------------ ------------ ------------ ------------ ------------
(Decrease) increase in cash and cash equivalents (29,339) (3,043,601) (1,397,439) (5,133,070) 1,555,831
Cash and cash equivalents at beginning of period 1,585,170 9,086,226 2,953,270 11,175,695 --
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of period $ 1,555,831 $ 6,042,625 $ 1,555,831 $ 6,042,625 $ 1,555,831
============ ============ ============ ============ ============
</TABLE>
5
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INTEG INCORPORATED
(A Development Stage Company)
Notes To Financial Statements
(unaudited)
(1) Basis of Presentation
The accompanying financial statements, which are unaudited except for the
balance sheet as of December 31, 1999, have been prepared in accordance with
instructions to Form 10-Q and do not include all the information and notes
required by Generally Accepted Accounting Principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. These financial statements should be read in conjunction with the
financial statements and accompanying notes from the Company's Annual Report on
Form 10-K for the year ended December 31, 1999 filed with the Securities and
Exchange Commission.
(2) Net Loss Per Share
Loss per share is calculated under FASB Statement 128. Basic loss per share is
based on the weighted average shares outstanding and excludes any dilutive
effects of options and warrants. Diluted loss per share for the company is the
same as basic earnings per share because the effect of options and warrants is
anti-dilutive.
(3) Equipment Loan Agreement
During 1996, the Company entered into an equipment loan agreement, which
provides for borrowings up to $12.5 million to finance the purchase of equipment
and fixtures including automated manufacturing equipment and tooling. Loans are
paid back monthly over a four-year period. The obligation of the lender to make
additional loans expired December 31, 1998. The Company borrowed a total of
$5.5 million under the agreement.
(4) Series B Preferred Stock Purchase Agreement
On February 16, 2000, the Company and Amira Medical entered into a preferred
stock purchase agreement which is intended to provide funding to Integ at its
current operational level for the continued development of the LifeGuide(TM)
System through 2000. Under the agreement, Amira will provide Integ with up to
$5.6 million in funding through the purchase of Integ Series B Preferred Stock.
Should the Company exercise it's option to merge with Amira in the future, the
Series B Preferred Stock will not participate in the merger considerations.
As part of the agreement, the Company will hold $1,500,000 of its existing cash
in reserve. As of June 30, 2000, the company has raised $1.6 million through the
sale of 831,422 shares of Series B Preferred Stock.
6
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Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Cautionary Statement
This Quarterly Report on Form 10-Q contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. When used in
this Form 10-Q and in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases and in oral statements made
with the approval of an authorized executive officer, the words or phrases
"believes," "anticipates," "expects," "intends," "will likely result,"
"estimates," "projects" or similar expressions are intended to identify such
forward-looking statements, but are not the exclusive means of identifying such
statements. These forward-looking statements involve risks and uncertainties
that may cause the Company's actual results to differ materially from the
results discussed in the forward-looking statements. Factors that might cause
such differences include, but are not limited to, the following: risks
associated with the development of a new technology; dependence on the strategic
alliance and LifeGuide(TM) System, uncertainty of market acceptance; risks
associated with the Company's history of operating losses, accumulated deficit,
expectation of future losses, risks; dependence on continued funding from Amira
Medical; risks associated with the corporate alliance; risks associated with
limited clinical testing experience; uncertainty of obtaining Food and Drug
Administration clearances or approvals; heightened competition; risk of
technological obsolescence; risks associated with the lack of manufacturing
capability and dependence on suppliers; risks associated with the Company's
dependence on patents and proprietary technology, risks associated with
retaining key personnel and attracting additional qualified skilled personnel;
and the risks associated with product liability and limited insurance coverage.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to revise any forward-looking statements in order to
reflect events or circumstances after the date of such statements. Readers are
urged to carefully review and consider the various disclosures made by the
Company in this report and in the Company's other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect the Company's business. Such forward-
looking statements are qualified in their entirety by the cautions and risk
factors set forth under "Cautionary Statement" filed as Exhibit 99.1 to the 1999
Annual Report on Form 10-K.
General
From inception through June 30, 2000, the Integ Incorporated (the
"Company") has incurred losses totaling $52.2 million, consisting of $24.7
million of research and development expenses, $10.0 million of manufacturing
development expenses, $17.5 million of general and administrative and other
expenses, net of interest income. The Company's activities have consisted
primarily of research and product development, product design, development of
the manufacturing equipment and processes and marketing strategies needed for
the introduction of the LifeGuide System. The Company has generated no revenue
and has sustained significant operating losses each year since inception. The
Company expects such losses to continue for the next several years.
7
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The Company announced in April 1999 that it had formed an alliance with
Amira Medical to jointly develop a new generation of home glucose monitoring
tests utilizing interstitial fluid ("ISF"). Under the alliance, products to be
developed will combine Integ's ISF collection technology with Amira's glucose
measurement technologies. Both companies will contribute resources to the
products' development, which will be manufactured by the Company and
commercialized by Amira. Under the terms of the strategic alliance, the Company
is responsible for the development of a method to sample ISF using the Company's
proprietary sampling technology, designing and manufacturing development of a
means to integrate the Company's sampling technology with Amira's test strip
technology, and manufacture of a packaged and sterile LifeGuide Key, including
the Company's ISF sampling technology incorporating Amira's test strip. Under
the strategic alliance, Amira is responsible for development and calibration of
a sterilizable test strip, test strip manufacturing and scale-up and bulk
shipping system development, defining test strip environmental and packaging
requirements inputs for the LifeGuide Key; development of meter electronics,
optics, calibration and software; management of ongoing meter contract
manufacturing; filing and holding title to all regulatory submissions in its
name in connection with the strategic alliance; funding all necessary production
equipment; labeling and packaging the LifeGuide System for final sale and
marketing, sales, distribution and customer service of the LifeGuide System.
As part of the strategic alliance agreement, the Company will have the
option at a future date, to merge with a subsidiary of Amira, subject to certain
conditions. Total consideration payable to the Company`s shareholders,
optionholders, and warrantholders in connection with any merger with Amira is
$20,000,000 in cash and 2,000,000 shares of common stock of Amira, subject to
reduction in certain circumstances. The complete terms of the agreement are
available as an exhibit to the Integ Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 9, 1999.
Under the strategic alliance, the Company and Amira have established a
joint product development plan. This plan involves four product platform phases:
feasibility, calibration, clinical and commercial. The Company completed the
feasibility phase of the plan, where it demonstrated the ability to measure ISF
glucose using the Amira AtLast system in a non-integrated fashion, in September
1999. The Company announced completion of the calibration phase in February
2000. On March 29, 2000 the company announced that, based on discussions with
Amira Medical, it expected to do additional development work on the LifeGuide
System before proceeding to clinical trials. The Company has not established a
new target date for entering clinical trials.
In January 2000, the Company established a budget for the year 2000 in
support of the joint development plan, which took into account the contributions
that Amira is making toward completion of LifeGuide product development. On
February 15, 2000, the Company entered into a preferred stock agreement with
Amira which is intended to provide up to $5.6 million in funding to Integ for
the continued development of the LifeGuide System through the year 2000. Since
April 2000, the Company has been dependent upon sales of Series B Preferred
stock to Amira to meet its operating expenses. Through June 30, 2000, the
Company has raised $1.6 million through the sale of 831,422 shares.
The Company is developing the LifeGuide System, a next generation hand-held
glucose monitoring product for use by people with diabetes. Utilizing the
Company's proprietary ISF sampling technology, the LifeGuide System will allow
people with diabetes to frequently self-monitor their glucose levels without
repeatedly enduring the pain and mess associated with lancing their fingers to
obtain a blood sample. The Company believes that the proposed LifeGuide System
represents a
8
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significant technological advance in glucose monitoring and will enable people
with diabetes to manage their disease more effectively and conveniently
Integ, a Minnesota corporation, was incorporated in April 1990.
The Company's future success is dependent upon the successful development
of the LifeGuide System, the development of which is ongoing and the complete
efficacy of which has not yet been demonstrated, and upon its ability to
exercise its option to merge with Amira. The Company is currently focused on the
research and development activities necessary to complete development of the
LifeGuide System and assess product performance.
Results of Operations
Comparison of the Three Months and Six Months Ended June 30, 2000 and 1999
General: The Company's net loss totaled $1.5 million and $2.8 million for the
three and six months ended June 30, 2000, as compared to $2.7 million and $4.7
million for the same periods in 1999. The company expects net losses to continue
for the next several years.
Research and development expenses: Research and development expenses decreased
to $416,000 during the three months ended June 30, 2000 from $586,000 during the
same period in 1999. This decrease was primarily attributable to decreased
staffing costs ($40,000), decreased depreciation expense ($61,000), decreased
consulting expenses ($38,000), contract fees ($26,000), prototype expense
($24,000) and patent legal fees ($19,000). These decreases were partially offset
by a reduction in expenses allocated to Amira ($24,000) and an increase in other
expense ($14,000). For the six months ended June 30, 2000, expenses decreased to
$850,000 from $1,379,000 for the same period in 1999. This decrease was
primarily attributable to decreased compensation expense ($141,000),
depreciation expense (85,000), consulting fees ($196,000), contract fees
($56,000), prototype expense ($27,000) and the allocation of expenses to Amira
($89,000). These decreases were offset by increased patent legal fees ($23,000)
and an increase in other expenses ($42,000).
Manufacturing development expenses: Manufacturing development expenses increased
to $528,000 during the three months June 30, 2000 from $496,000 during the same
period in 1999. The increase in manufacturing development expenses is primarily
attributable to increased prototype expenses ($48,000), contract fees ($27,000),
a reduction in the expenses allocated to Amira ($23,000) and increased other
expense ($20,000). These increases were partially offset by decreased
depreciation expense ($86,000). For the six months ended June 30, 2000, expenses
decreased to $943,000 from $1,086,000. This decrease was primarily attributable
to decreased compensation expense ($137,000), depreciation expenses ($84,000)
and the allocation of expenses to Amira ($117,000). These decreases were
partially offset increased contract fees ($69,000), prototype expense ($87,000)
and an increase in other expenses ($39,000).
General and administrative expenses (In accordance with the terms of the
strategic alliance with Amira, the Company no longer incurs expenses categorized
previously as clinical and regulatory and sales and marketing. For presentation
purposes, prior period expenses have been reclassified as general and
administrative.)
9
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General and administrative expenses decreased to $479,000 during the three
months ended June 30, 2000, from $1,518,000 during the same period in 1999. The
decrease is primarily attributable to decreased consulting fees ($1,080,000),
decreased insurance expense ($26,000), allocated facility expenses to sub-lease
tenant and Amira ($49,000) and decreased other expenses ($20,000). The decrease
was partially offset by increased staffing costs ($85,000) and increased
depreciation expense ($51,000). For the six months ended June 30, 2000, expenses
decreased to $893,000 from $2,067,000 during the same period in 1999. The
decrease was primarily attributable to decreased consulting fees ($1,129,000),
insurance expense ($64,000) and the allocation of certain facility expenses to
sub-lease tenant and Amira ($119,000) and other expense ($20,000). The decrease
was partially offset by increase compensation expense ($158,000).
Interest income: For the three months ended June 30, 2000, interest income
decreased to $24,000 from $95,000 for the same period in 1999. For the six
months ended June 30, 2000, interest income decreased to $58,000 from $222,000
for the same period in 1999. The decreases resulted from lower average balances
of cash and cash equivalents.
Interest expense: For the three months ended June 30, 2000, interest expense
decreased to $97,000 from $180,000 for the same period in 1999. For the six
months ended June 30, 2000, interest expense decreased to $219,000 from $376,000
during the same period in 1999. The decrease in interest expense is attributable
to payments made on long-term debt and capital leases. On June 30, 2000 the
Company's long term liabilities, including current portions, were $1,941,000 as
compared to $3,405,000 on June 30, 1999.
Other Income: For the three months ended June 30, 2000, other income increased
to $17,000 from less than $1,000 for the same period in 1999. For the six months
ended June 30, 2000, other income increased to $29,000 from less than $1,000.
The increases are primarily attributable to gains from the sale of excess
equipment.
Liquidity and Capital Resources
The Company's operations since inception have been funded by net proceeds
from the sale of Common and Preferred Stock totaling approximately $54 million
and proceeds from borrowings under an equipment loan agreement totaling $5.5
million. As of June 30, 2000 the Company had cash and cash equivalents of $1.6
million and working capital of $100,000.
The equipment loan agreement contains covenants that place restrictions on
sales of assets, transactions with affiliates, creation of additional debt, and
other customary covenants. Borrowings under the equipment loan agreement are
collateralized by a large part of the Company's assets.
On February 15, 2000, the Company entered into a preferred stock agreement
with Amira which is intended to provide up to $5.6 million in funding to Integ
for the continued development of the LifeGuide System through the year 2000.
Sales of preferred stock to Amira only occur after the Company's cash balance
has declined to $1.5 million and the Company will then only sell preferred stock
to Amira from time to time in amounts sufficient for it to meet its expenses
incurred in connection with the Company's 2000 budget. As of April 2000, the
Company is dependent upon sales of stock to Amira to meet its operating
expenses. The Company believes that it's cash and proceeds from sales of Series
B Preferred Stock will be sufficient to fund operations through the 1st quarter
of 2001.
10
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As part of the strategic alliance with Amira, the Company agreed that it
would not take any actions outside the ordinary course of business which would
result in a liability or an obligation to make payments, and would not issue any
debt or debt securities without Amira's consent, and that the amount of any of
these types of liabilities would be deducted from the consideration payable by
Amira in connection with the merger of the Company with a subsidiary of Amira.
The Company also agreed that it would not incur any liabilities or obligations
to make payments in excess of $1,000,000 in the ordinary course of business
without Amira's consent. The Company cannot predict whether these agreements
will adversely affect its ability to meet its future liquidity and capital
requirements.
The Company's future liquidity and capital requirements will depend on
numerous factors, including when or if the performance of the LifeGuide System
meets the required performance specifications, the ability of the Company to
successfully maintain its strategic alliance with Amira, the ability and desire
of Amira to provide additional funding, the extent to which the Company's
LifeGuide System gains market acceptance, the timing of regulatory actions
regarding the LifeGuide System, and the results of clinical trials and
competition. See Exhibit 99.1 to Form 10-K for the year ended December 31, 1999
for a more detailed description of the factors that may affect the Company's
future liquidity and capital requirements.
11
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Item 3.
Quantitative and Qualitative Disclosures About Market Risk
The Company has no derivative financial instruments or derivative commodity
instruments in its cash and cash equivalents investments. The Company's cash and
cash equivalents are invested in highly liquid vehicles, including money market
accounts and high-grade commercial paper as guided by the company's investment
policy. As a result of the Company's investment policy, a decrease in the
interest rate earned would not be material to the Company's results. All of the
Company's transactions are conducted in US dollars. Accordingly, the Company is
not exposed to foreign currency risk.
Item 4: Submission of Matters to a Vote of Security Holders
On June 22, 2000, the Company held a regular meeting of its shareholders, at
which the shareholders voted on the following matters:
1. To elect Mark B. Knudson, Ph.D. and Susan L. Critzer to the Board of
Directors of the Company to serve for three-year terms that will expire at
the Company's annual shareholder meeting in 2003. The vote on this
resolution was as follows:
Mark B. Knudson, Ph.D.: 8,139,743 For; 0 Against; 185,398 Abstain
--------- - -------
Susan L. Critzer: 8,136,928 For; 0 Against; 188,213 Abstain
--------- - --------
The terms of the following directors also continued after the meeting:
Frank B. Bennett and Walter L. Sembrowich, Ph.D. (terms expiring at the
Company's annual shareholder meeting in 2001) and Robert S. Nickoloff and
Winston R. Wallin (terms expiring at the Company's annual shareholder
meeting in 2002).
2. To ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending December 31, 2000. The vote on this
resolution was as follows:
8,216,850 For; 87,491 Against; 20,800 Abstain; 0 Broker non-vote
--------- ------ ------ -
12
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed herewith.
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (SEC File No. 333-4352)).
3.2 Amended Bylaws of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement of Form S-1
(SEC File No. 333-4352)).
3.3 Certificate of Designations for Series B Preferred Stock of the
Company, dated February 15, 2000 (Incorporated by reference to
exhibit 3.1 of the Company's Current Report on form 8-K dated
February 15, 2000).
4.1 Series B Preferred Stock Purchase Agreement, dated February 15,
2000 between the Company and Amira Medical (incorporated by
reference to exhibit 4.1 of the Company's Current report on Form
8-K dated February 15, 2000).
4.2 Amendment No. 1 to Rights Agreement, dated February 15, 2000
between the Company and Norwest Bank Minnesota, National
Association (incorporated by Reference to exhibit 4.2 of the
Company's Current Report on Form 8-K dated February 15, 2000).
27 Financial Data Schedule.
13
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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.
INTEG INCORPORATED
(Registrant)
Date: August 14, 2000 By: /s/ Susan L. Critzer
-------------------------------------
Susan L. Critzer
President and Chief Executive Officer
Acting Chief Financial Officer
(principal executive officer,
principal financial and accounting
officer)
14
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EXHIBIT INDEX
Exhibit
-------
27. Financial Data Schedule
