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): September 17,
2007
NUTRACEA
(Exact
Name of Registrant as Specified in Charter)
|
California
|
|
0-32565
|
|
87-0673375
|
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification
No.)
|
| |
|
|
|
5090
N. 40th Street, Suite 400
Phoenix,
AZ
|
|
85018
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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):
|
¨
|
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
7.01 Regulation FD
Disclosure
See
the
disclosures below under Item 8.01, which are incorporated herein by
reference.
The
foregoing shall not be construed as indicating that the company believes
that
either of the above matters constitutes new material information or otherwise
is
required to be disclosed pursuant to Regulation FD.
Item
8.01 Other
Events
Amendment
of Vital Living Notes
As
previously disclosed in NutraCea’s previous reports filed with the Securities
and Exchange Commission, in April 2007 we acquired certain securities of
Vital
Living, Inc. (“VLI”) from the holders thereof, consisting of all of VLI’s 12%
Senior Secured Convertible Notes due 2008 (the “Notes”) and 1,000,000 shares of
Series D Convertible Preferred Stock of VLI (the “Series D Preferred”), which we
believe represents all outstanding shares of Series D Preferred, for an
aggregate of approximately $5,200,000.
On
September 11, 2007, NutraCea and VLI entered into a letter agreement confirming
their agreement to eliminate the conversion rights of the Notes. In
addition, the parties agreed that until such time, if any, as NutraCea gives
30
days prior written notice to VLI, VLI may not pay accrued interest under
the
Notes in shares of VLI Common Stock, without NutraCea’s consent, and that during
such time VLI will not be deemed to be in default under the Notes as a result
of
not paying accrued interest in such shares.
Prior
Consulting Agreement
On
September 17, 2007, NutraCea responded to a person who had submitted a
communication to the board of directors of the company requesting that the
board
review certain matters, including without limitation matters relating to
disclosures in the company’s annual report on Form 10-KSB for the year ended
December 31, 2004 (the “2004 Form 10-KSB”), annual report on Form 10-KSB for the
year ended December 31, 2005 (the “2005 Form 10-KSB”), and certain other
filings, relating to the consulting agreement dated July 14, 2004, that the
company had with 21st Century
Diversified Holdings Inc., a company of which Brad Edson, currently the Chief
Executive Officer of the Company, was a principal.
Portions
of the communication submitted to the company were recently posted on certain
internet bulletin boards. The company desires to avoid partial posting
or
misinterpretations of its response to the communication. Accordingly, the
response of the governance committee of the board of directors indicated
the
following statements: The Company entered into a consulting agreement dated
July
14, 2004, with 21st Century Diversified Holdings, an entity of which
Bradley Edson, who became President of the Company on December 17, 2004,
is a
principal, to provide NutraCea with consulting services and advice pertaining
to
NutraCea’s business affairs. The agreement had a six month term and provided for
monthly consulting fees at a rate of $12,000 per month. The agreement also
provided that should the consultant provide assistance to NutraCea in the
raising of capital, NutraCea agreed to pay an additional amount, based
on the
efforts expended and the results obtained. Pursuant to these
provisions, at a time when Mr. Edson was not an officer, director or employee
of
the Company, NutraCea paid consulting fees of $72,000 and paid $125,000
for
consulting services and partial reimbursement of expenses, with respect
to
consulting services in 2004 and, following review and unanimous written
approval
by the board of directors, also approved the issuance of 1,000,000 shares
of
unregistered, restricted common stock with respect to consulting services
in
2004; Mr. Edson declined issuance of this stock to himself or to 21st
Century Diversified Holdings and the shares were issued to certain
non-affiliated relatives or family members of Mr. Edson (“Relatives”) and /or
their entities in which Mr. Edson had no beneficial interest. All of the
Relatives having a beneficial interest in the shares are adults, none shares
a
household with Mr. Edson, none of them has a family relationship requiring
that
Mr. Edson aggregate their beneficial interest in shares
of
the company with his own for purposes of beneficial ownership tables in
the
company’s SEC filings or requiring that Mr. Edson report those shares on a Form
3 or Form 4, and none of the Relatives are persons whose beneficial interest
of
shares of the Company is attributed to Mr. Edson under Section 16 of the
Exchange Act. For purposes of the Company’s financial statements these
shares were valued at $370,000. Since Mr. Edson’s annual salary and
bonus for 2004 did not exceed the $100,000 threshold under the SEC’s rules in
effect at the time for including him in the summary compensation table
in the
2004 Form 10-KSB, he was not included in the table.
The
company’s response also noted the following: all compensation amounts relating
to the consulting agreement, including as described above, were reflected
in
both the audited 2004 and 2005 financial statements included in the company’s
filings with the SEC; the board of directors of the company unanimously approved
in writing both the entering into of the consulting agreement and all payments
made in connection therewith, including issuance of the 1,000,000 shares;
substantial information concerning the financial and other terms of the
consulting agreement was included in the company’s previous filings with the
SEC, including the 2004 Form 10-KSB, 2005 Form 10-KSB, the definitive proxy
statement filed with the SEC on August 30, 2005 relating to the Nutracea/RiceX
merger, and quarterly report on Form 10-QSB for the period ended September
30,
2004; the term of Mr. Edson’s consulting agreement
expired on December 14, 2004; until he became President on December 17, 2004,
pursuant to an employment agreement dated December 17, 2004, Mr. Edson was
not
an employee, director or officer of the Company; and Patricia McPeak was
the
Chief Executive Officer of the Company at all times during fiscal 2004 and
during 2005 until October 2005. The
response of the governance committee also indicated that the committee had
reviewed the other matters raised in the communication, was satisfied with
the
results of its review and concluded that no additional further action was
required.
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:
September 17, 2007
|
By:
|
|
/s/
Todd Crow
|
|
|
|
|
Todd
Crow
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
(Duly
Authorized Officer)
|