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): January 24,
2008
NUTRACEA
(Exact
Name of Registrant as Specified in Charter)
California
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0-32565
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87-0673375
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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5090
N. 40th Street, Suite 400
Phoenix,
AZ
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85018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (602) 522-3000
(Former
name or Former Address, if Changed Since Last Report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Agreement.
On
January 24, 2008, NutraCea, through a newly formed wholly-owned subsidiary,
Medan, LLC, a Delaware limited liability company (“Medan”), entered into a Stock
Purchase Agreement (“Purchase Agreement”) with Fortune Finance Overseas Ltd., a
British Virgin Islands company (“FFOL”). Pursuant to the Purchase Agreement,
Medan will purchase 9,700 shares of capital stock of PT Panganmas Inti
Nusantara, an Indonesian Company (“PIN”), from FFOL for $8,175,000 upon approval
of PIN’s Foreign Investment Application. In addition, following the closing,
Medan will purchase an additional 3,050 shares from PIN for $2,500,000. Upon
completion of these transactions, Medan will own 51% of the capital stock of
PIN
and FFOL will own 49%. Medan and FFOL will enter a voting agreement where each
party will vote all of their shares in a manner that PIN’s Board of Directors
and Board of Commissioners shall consist of an even number of persons designated
by each party. NutraCea entered into this Purchase Agreement to construct and
operate a full scale, wheat bran stabilization facility in the Republic of
Indonesia.
Concurrently
with the Purchase Agreement, NutraCea entered into a Wheat Bran Stabilization
Equipment Lease (“Lease”) with PIN. Pursuant to the Lease, NutraCea will lease
to PIN wheat stabilization equipment developed by NutraCea for use at PIN’s
facility. The term of the lease will be for 15 years with an automatic extension
of 5 years if the facility is fully operational and the equipment is still
being
used in the operations of the facility. The lease amount payable by PIN will
be
the actual cost incurred for manufacturing and installing the equipment at
the
facility.
In
a
separate transaction, on January 24, 2008, NutraCea and Pacific Advisors
Holdings Limited (“PAHL”), a British Virgin Islands company and affiliate of
FFOL, amended certain terms of the Operating Agreement (“Amendment”) of Grain
Enhancement, LLC, a Delaware limited liability company (“Joint Entity”). The
Joint Entity was formed on June 22, 2007 by NutraCea and PAHL to construct
and
operate multiple rice bran stabilization facilities in the Republic of
Indonesia, Vietnam, Malaysia, Singapore and Thailand and was granted an
exclusive license and distribution rights for the sale of NutraCea’s stabilized
rice bran (“SRB”) and other products throughout these countries, and Australia
and New Zealand (the “Territory”). Pursuant to the Amendment, the timing of
mandatory capital contributions of the members was changed from an agreed upon
schedule to a determination by the Finance Committee on an as needed basis.
In
addition, PAHL will no longer receive a monthly management fee.
Concurrently
with the Amendment, NutraCea and PAHL amended the terms of the License and
Distribution Agreement dated June 22, 2007. In that agreement, NutraCea
granted PAHL a perpetual and exclusive license and distribution rights for
the
production and sale of SRB and SRB derivative products in the Territory (the
“License”). PAHL
agreed
not to distribute or market
any items competitive with NutraCea’s SRB and SRB derivative products outside of
the Territory. In
exchange for the License, PAHL agreed to pay NutraCea a fee in the amount of
$5,000,000 (U.S.) on five year payment terms, together with interest. The
parties have agreed to amend the payment terms. PAHL now agrees to pay NutraCea
the license fee of $5,000,000 by March 31, 2008. In consideration for this
payment, NutraCea agrees to waive all accrued interest owed by PAHL.
Also
concurrently with the Amendment, NutraCea has agreed to issue to PAHL a new
warrant for the purchase of 1,000,000 shares of NutraCea common stock at an
exercise price of $2.50 per share (“Warrant”), and PAHL has agreed to cancel the
existing warrant currently held by PAHL for the purchase of 1,500,000 shares
at
an exercise price of $5.25. NutraCea has agreed to register the shares
underlying the Warrant subject to certain cutback restrictions set forth in
the
Warrant.
The
Warrant shall vest and become exercisable in full depending on certain
conditions agreed to by the parties.
Item
3.02 Recent
Sales of Unregistered Securities
See
Item
1.01 above, which disclosures are incorporated herein by reference. The issuance
of the Warrant was completed in accordance with the exemption provided by
Section 4(2) of the Securities Act of 1933, as amended.
SIGNATURE
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.
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NUTRACEA
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Date:
January 30, 2008
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By:
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/s/
Brad
Edson
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Brad
Edson
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Chief
Executive Officer
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(Duly
Authorized Officer)
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