UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2006
Nevada 0-28353 98-0163519 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 5, 2006, Integral Technologies, Inc. (the "Company") announced that it had entered into a Patent License Agreement with Heatron, Inc. ("Heatron"), pursuant to which the Company granted to Heatron the rights to use the Company's proprietary ElectriPlast(TM) technology for specific applications in the heating and LED lighting markets. The effective date of the agreement was March 17, 2006.
Heatron, found in 1977 and based in Leavenworth, Kansas, is an industry leader in heating element and thermal management designs and solutions.
As outlined in the agreement, Heatron was granted a non-exclusive, non-sublicensable, non-assignable, worldwide license; however, Heatron's rights are exclusive for two years from the effective date. The agreement will terminate upon the expiration of the last patent licensed under the agreement. Heatron may terminate the agreement upon 30 days notice at any time. Either party may terminate the agreement for cause, subject to a 30 day cure period. The Company may terminate the agreement in the event Heatron institutes any legal action claiming that the Company's patents are invalid or unenforceable, or alleging that the Company infringes on any Heatron patent.
Heatron paid a nominal up-front fee of $1.00 to the Company. Any revenue to be generated by the Company under the agreement will be from raw materials fees. The parties agreed to use good faith efforts to reach agreement on commercially reasonable terms for the pricing and delivery of raw materials.
A copy of the agreement with Heatron is attached as an exhibit to this report and is incorporated by reference herein.
ITEM 7.01. REGULATION FD.
On April 5, 2006, the Company issued a press release to announce the agreement with Heatron, which is described above under Item 1.01. A copy of the press release is attached as an exhibit hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description ------- ----------- 10.20 Patent License Agreement between the Company and Heatron, Inc. dated March 17, 2006. (Filed herewith.) 99.03 Press release dated April 5, 2006. (Filed herewith.) |
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 hereunto duly authorized.
INTEGRAL TECHNOLOGIES, INC.
By: /s/ William A. Ince ------------------------------ William A. Ince, President Date: April 11, 2006 |
EXHIBIT INDEX ------------- 10.20 Patent License Agreement between the Company and Heatron, Inc. dated March 17, 2006. (Filed herewith.) 99.03 Press release dated April 5, 2006. (Filed herewith.) |
PATENT LICENSE AGREEMENT
This Patent License Agreement (the "AGREEMENT") is entered into by and between Integral Technologies, Inc., a Nevada corporation located at 805 West Orchard Street, #7, Bellingham, WA 98225 ("INTEGRAL") and Heatron, Inc. a Missouri corporation with offices at 3000 Wilson Avenue, Leavenworth, KS 66048 ("HEATRON") and is effective as of March 17, 2006 (the "EFFECTIVE DATE").
WHEREAS, Integral is the owner of certain technology, generally characterized as ElectriPlast technology;
WHEREAS, particular applications of the technology are covered by certain patent rights defined below and those patent rights are owned by Integral; and
WHEREAS, Heatron wishes to obtain a non-exclusive license under such patents to develop, manufacture, and sell certain products.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS.
a. "AFFILIATE" means any corporation or other business entity controlled by, controlling, or under common control with Heatron, Inc. For this purpose, "control" means direct or indirect beneficial ownership of stock sufficient to vote on the election of a director, or at least fifty percent (50%) interest in the income of such corporation or other business entity.
b. "HEATRON" means Heatron, Inc. and all of its Affiliates collectively.
c. "LICENSED PRODUCT" means a product or composition that (i) contains at least one Product; (ii) uses Raw Materials; and (iii) is either branded with a Heatron brand or is designed by Heatron and sold in Heatron's ordinary course of business.
d. "PARTY" means Heatron or Integral and when used in plural, means Heatron and Integral.
e. "PATENT RIGHTS" means all rights granted under the Patents.
g. "PRODUCT" means any product (i) the manufacture, use, sale, offer for sale, or import of which is covered by at least one claim of the Patents; or (ii) produced by a process, the practice of which is covered by at least one claim of the Patents.
h. "RAW MATERIALS" means the ElectriPlast,TM Technology, as provided by Integral on a per weight basis for use in manufacturing Licensed Products.
i. "TECHNOLOGY" means Integral's proprietary ElectriPlast,TM technology, portions of which may be covered by the Patents. The Technology, sometimes referred to as ElectriPlast,TM is a compounded, pelletized formulation of resin-based materials, which are conductively loaded or doped with a proprietary controlled, balanced concentration of micron conductive materials contained within the manufactured pellet. The conductive loading or doping within this pellet is
INTEGRAL PROPRIETARY AND CONFIDENTIAL
then homogenized using conventional molding techniques and conventional molding equipment. The resulting polymer is electrically conductive.
j. "THIRD PARTY" means corporate entities or individuals other than Integral or Heatron.
2. TECHNOLOGY TRANSFER SERVICES. Integral shall provide Heatron with commercially reasonable technology transfer services related to the Technology ("TECHNOLOGY TRANSFER"), on a date and at a location mutually agreeable to the Parties, at Integral's standard hourly rates for the provision of technology transfer consulting services. If Heatron requests that all or part of the Technology Transfer take place at facilities other than Integral's place of business, Heatron shall reimburse Integral for its reasonable and actual meals, travel, and lodging expenses incurred as a result of providing such Technology Transfer. Integral may, but is not obligated to, provide Heatron with certain pre-existing or developed written materials as part of the Technology Transfer ("DOCUMENTATION"), provided that in no event shall any Documentation be deemed a "work made for hire" or any ownership rights in the Documentation be assigned to Heatron. By way of clarification, Integral's rights in the Technology under U.S. patent application numbers 10/883,915 and 11/313,915 are not licensed under this Agreement, except as otherwise covered under the Patents.
3. LICENSE GRANT.
INTEGRAL PROPRIETARY AND CONFIDENTIAL
4. PAYMENTS.
5. [SECTION NUMBER RESERVED AND NOT USED]
6. ENFORCEMENT OF PATENT RIGHTS.
7. TERM AND TERMINATION.
8. WARRANTIES, REPRESENTATIONS, AND COVENANTS; DISCLAIMER.
INTEGRAL PROPRIETARY AND CONFIDENTIAL
such Party has all necessary power and authority to execute and perform in accordance with this Agreement; and (iii) such Party's execution, delivery and performance of this Agreement will not conflict with or violate any provision of law, rule or regulation to which it is subject, or any agreement or other obligation directly or indirectly applicable to such Party or binding upon its assets.
INTEGRAL PROPRIETARY AND CONFIDENTIAL
Confidential Information shall not include information that the Receiving Party can establish by written evidence: (i) entered or subsequently enters the public domain without the Receiving Party's breach of any obligation owed the Disclosing Party; (ii) became known to the Receiving Party prior to the Disclosing Party's disclosure of such information to the Receiving Party; (iii) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to any of the Disclosing Party's Confidential Information. The term "Confidential Information" means all non-public information regarding the Disclosing Party or its business activities, including without limitation (i) its sublicensees, manufacturers, contractors, or sales, (ii) any non-public information disclosed in any report provided under this Agreement, (iii) the Documentation and any other information disclosed during the Technology Transfer; (v) the terms of this Agreement; and (v) any information disclosed by Heatron pursuant to Section 3.
11. GENERAL.
Either Party may change the address above by giving notice to the other Party pursuant to this Section 11.1.
INTEGRAL PROPRIETARY AND CONFIDENTIAL
IN WITNESS WHEREOF, both Integral and Heatron have executed this Agreement, in duplicate originals by their respective officers hereunto duly authorized.
---------------------------------------- -------------------------------------- INTEGRAL TECHNOLOGIES, INC. HEATRON, INC. By: /s/ William S. Robinson By: /s/ Michael W. Keenan ----------------------- --------------------- Title: Chairman and CEO Title: CEO ---------------- --- ---------------------------------------- -------------------------------------- |
INTEGRAL PROPRIETARY AND CONFIDENTIAL
EXHIBIT A
LICENSED PATENTS AND PATENT APPLICATIONS
1. U.S. Patent Application No. 10/819,809 (Publication No. 20040189170) (Plastilight) - Low cost lighting circuits manufactured from conductive loaded resin-based materials
2. U.S. Patent Application No. 10/819,808 (Publication No. 20040188418) (Plastiheater) - Low cost heating devices manufactured from conductive loaded resin-based materials
INTEGRAL PROPRIETARY AND CONFIDENTIAL
INTEGRAL COMPLETES LICENSE OF ITS ELECTRIPLAST(TM) TECHNOLOGY
Wednesday April 5, 12:30 pm ET
Heatron's CEO Mike Keenan, commenting on the license said, "We feel that obtaining the rights to utilize the ElectriPlast(TM) material in two of our applications is critical to the market success of these products, in particular our LED products division which is experiencing phenomenal growth."
Integral and Heatron will work together, to bring to market products that will meet the needs of Heatron's customers in the heating and LED lighting markets. In addition, both companies will collaborate in order to identify new applications of Heatron's technology incorporating Integral's ElectriPlast(TM) material.
Integral continues to work with other companies which are in the process of exploring over 90 currently identified applications of ElectriPlast(TM).
Integral Technologies
This press release contains "forward-looking statements" within the meaning of
Section 27A of the 1933 Securities Act and Section 21E of the 1934 Securities
Exchange Act. Actual results could differ materially, as the result of such
factors as (1) competition in the markets for the products and services sold by
the company, (2) the ability of the company to execute its plans, and (3) other
factors detailed in the company's public filings with the SEC. By making these
forward-looking statements, the Company can give no assurances that the
transaction described in this press release will be successfully completed, and
undertakes no obligation to update these statements for revisions or changes
after the date of this release.
Contact:
Integral Technologies, Inc.
Michael Pound, 888-666-8833