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): June 17,
2009
NUTRACEA
(Exact
Name of Registrant as Specified in Charter)
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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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¨
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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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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 Definitive Agreement.
On June
17, 2009, NutraCea entered into a binding letter of intent (“LOI”) with
Ceautamed Wordlwide, LLC (“Ceautamed”) with respect to the acquisition by
Ceautamed of the following: (1) senior secured convertible promissory
notes that Vital Living, Inc. (“Vital Living”) issued to various investors in
December 2003 in the principal amount of approximately $4,226,446 and which
NutraCea purchased for an aggregate purchase price of $4,226,446; (ii) 1,000,000
shares of Vital Living’s Series A Preferred Stock, whch NutraCea purchased for
$1,000,000; (iii) all of the rights of NutraCea in the action entitled NutraCea,
Inc. v. Vital Living, Inc. in the Superior Court of Arizona, Maricopa County;
and (iv) all of the rights of NutraCea under the security agreements granting a
senior security interest in all exisiting and later acquired assets of Vital
Living.
In
consideration for the above, Ceautamed shall pay to NutraCea $3,600,000 plus a
contingent amount based on Ceautamed’s gross earnings and
revenues. The purchase price is payable as
follows: $200,000 deposit that was paid to NutraCea on June 17, 2009
and the issuance by Ceautamed of a promissory note in the principal amount of
$3,400,000 which shall be paid in 34 consecutive principal monthly installments
of $100,000 beginning on August 15, 2009 with the interest to be paid in equal
payments over two months following the final principal payment. The
interest rate for the note will be equal to the prime lending rate plus 1% but
at no time will the rate be less than 2.5% or greater than
6%. Following the three year anniversary of the closing of the
definitive agreement and for a total term of 120 months, Ceautamed agrees to pay
to NutraCea monthly payments equal to 10% of the gross earnings and revenues of
Ceautamed (“Earn out”). Each monthly payment under the promissory
note and Earn Out shall be paid direcly from a lockbox account that Ceuatamed
agrees to establish. The promissory note and the Earn Out shall be
secured by a first priority security interest in all of the assets in Ceautamed
and the assets owned by Vital Living. Upon the closing of the
definitive agreement, Ceautamed will execute a stipulated judgment which will
provide for immediate and final foreclosure of all the collateral in favor of
NutraCea and obligate immediate repayment of any deficiencies in the payment of
amounts due under the promissory note or Earn Out and will be filed in the event
of Ceautamed’s default under the agreement.
The closing of the transaction
contemplated by the LOI is dependent upon both parties entering into definitive
agreements on terms consistent with the LOI. Additionally, certain
closing conditions must be satisfied prior to entering into the definitive
agreements. These closing conditions include, but are not limited to,
each party’s board of directors approving the terms of the definitive agreements
and having no material adverse change in the condition of the
collateral. The
closing of the transaction must occur no later than 14 days after the effective
date of the LOI unless otherwise agreed to by the parties. In the
event that the closing is not consummated by that time, either party may
terminate the LOI and NutraCea shall return the intial $200,000 deposit paid by
Ceautamed.
A copy of
the LOI is attached as Exhibit 10.1 to this report and is incorporated
herein by reference. The description of the LOI is a summary only, does not
purport to be complete and is qualified in its entirety by reference to the
Exhibit.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
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No.
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Description
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10.1
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Binding
Letter of Intent with Ceautamed Worldwide, LLC dated June 17,
2009
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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:
June 19, 2009
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By:
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/s/
James C. Lintzenich
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James
C. Lintzenich
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Chief
Executive Officer
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(Duly
Authorized Officer)
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