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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 12, 2005
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NUTRACEA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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CALIFORNIA 0-32565 87-0673375
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1261 HAWK'S FLIGHT COURT
EL DORADO HILLS, CALIFORNIA 95762
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (916) 933-7000
SAME
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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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):
[_] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 12, 2005 NutraCea entered into three definitve agreements with its
largest customer, W.F.Young, Inc. ("W.F.YOUNG"). Under the terms of the
Assignment of Interests executed on that date (the "ASSIGNMENT"), W.F. Young
transferred to NutraCea, in exchange for 1,222,222 shares of restricted common
stock, certain rights held by W.F. Young under the Technology Agreement dated
September 18, 2003 (the "TECHNOLOGY AGREEMENT") between the parties. In
addition, certain rights, pursuant to the Technology Agreement, held by
NaturalGlo Specialty Products, LLC, a subsidiary of W.F. Young, were also
transferred to NutraGlo, a subsidiary of NutraCea, in exchange for 166,667
shares of restricted common stock. Additionally, under the Assignment, W.F.
Young declined to exercise its options to acquire additional rights to certain
NutraCea technologies under the Technology Agreement.
Under the terms of the Distribution Agreement executed on the same date
(the "DISTRIBUTION AGREEMENT"), NutraCea granted W.F. Young (i) the right of
first offer and right of first refusal to market NutraCea's stabilized rice bran
food supplements (other than Equine Flex+) for the equine market and (ii) the
right of first offer and right of first refusal to market the Flex+ product and
Flex+ technology for the non-equine, non-human market.
Under the terms of the Manufacturing Agreement excecuted on the same date
(the "MANUFACTURING AGREEMENT"), NutraCea obtained the exclusive right to
manufacture all of W.F. Young's requirements for certain existing and certain
new Stabilized Rice Bran Products. Additionally, NutraCea will grant W.F. Young
manufacturing rights in the event that NutraCea is unable to supply W.F. Young's
purchase requirements under the Manufacturing Agreement.
A copy of NutraCea's press release announcing the signing of the
Manufacturing Agreement, the Assignment, and the Distribtuion Agreement is
attached to this Current Report as Exhibit 99.01 and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description of Exhibit
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99.01 Press release by NutraCea dated April 18, 2005.
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.
NUTRACEA
Date: April 19, 2005 By: /s/ Brad Edson
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Brad Edson
President
(Duly Authorized Officer)