UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Integrated BioPharma, Inc.
------------------------------------------------------
(Name of Issuer)
Common Stock, $0.002 par value
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Title of Class of Securities)
45811V105
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(CUSIP Number)
April 20, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
CUSIP No. 45811V105 13G Page 2 of 10 Pages
- ------------------------------------------------------------------------ -
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Alexandra Global Master Fund Ltd.
(No I.R.S. ID Number)
- ------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ] (See Item 8)
- ------------------------------------------------------------------------- -
3 SEC USE ONLY
- ------------------------------------------------------------------------- -
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- ------------------------------------------------------------------------- -
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------- -
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 1,176,224 shares of Common Stock (See Item 4)
WITH: ---------------------------------------------------- -
7 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------- -
8 SHARED DISPOSITIVE POWER
1,176,224 shares of Common Stock (See Item 4)
- ------------------------------------------------------------------------- -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,224 shares of Common Stock (See Item 4)
- ------------------------------------------------------------------------- -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- ------------------------------------------------------------------------- -
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)
- ------------------------------------------------------------------------- -
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- ------------------------------------------------------------------------- -
CUSIP No. 45811V105 13G Page 3 of 10 Pages
- ------------------------------------------------------------------------- -
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Alexandra Investment Management, LLC
13-4092583
- ------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ] (See Item 8)
- ------------------------------------------------------------------------- -
3 SEC USE ONLY
- ------------------------------------------------------------------------- -
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------- -
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------- -
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 1,176,224 shares of Common Stock (See Item 4)
WITH: ---------------------------------------------------- -
7 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------- -
8 SHARED DISPOSITIVE POWER
1,176,224 shares of Common Stock (See Item 4)
- ------------------------------------------------------------------------- -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,224 shares of Common Stock (See Item 4)
- ------------------------------------------------------------------------- -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- ------------------------------------------------------------------------- -
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)
- ------------------------------------------------------------------------- -
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- ------------------------------------------------------------------------- -
CUSIP No. 45811V105 13G Page 4 of 10 Pages
- ------------------------------------------------------------------------- -
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mikhail A. Filimonov
- ------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ] (See Item 8)
- ------------------------------------------------------------------------- -
3 SEC USE ONLY
- ------------------------------------------------------------------------- -
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------- -
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------- -
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 1,176,224 shares of Common Stock (See Item 4)
WITH: ---------------------------------------------------- -
7 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------- -
8 SHARED DISPOSITIVE POWER
1,176,224 shares of Common Stock (See Item 4)
- ------------------------------------------------------------------------- -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,224 shares of Common Stock (See Item 4)
- ------------------------------------------------------------------------- -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- ------------------------------------------------------------------------- -
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)
- ------------------------------------------------------------------------- -
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------- -
CUSIP No. 45811V105 13G Page 5 of 10 Pages
- ------------------------------------------------------------------------- -
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Dimitri Sogoloff
- ------------------------------------------------------------------------- -
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ] (See Item 8)
- ------------------------------------------------------------------------- -
3 SEC USE ONLY
- ------------------------------------------------------------------------- -
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------- -
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------- -
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 1,176,224 shares of Common Stock (See Item 4)
WITH: ---------------------------------------------------- -
7 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------- -
8 SHARED DISPOSITIVE POWER
1,176,224 shares of Common Stock (See Item 4)
- ------------------------------------------------------------------------- -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,224 shares of Common Stock (See Item 4)
- ------------------------------------------------------------------------- -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- ------------------------------------------------------------------------- -
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)
- ------------------------------------------------------------------------- -
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- ------------------------------------------------------------------------- -
CUSIP No. 45811V105 13G Page 6 of 10 Pages
Item 1(a). Name of Issuer:
Integrated BioPharma, Inc., a Delaware corporation (the
"Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
225 Long Avenue
Hillside, New Jersey 07205
Item 2(a). Names of Persons Filing:
Alexandra Global Master Fund Ltd. ("Alexandra")
Alexandra Investment Management, LLC ("Management")
Mikhail A. Filimonov ("Filimonov")
Dimitri Sogoloff ("Sogoloff")
Item 2(b). Address of Principal Business Office:
Alexandra - Citco Building, Wickams Cay, P.O. Box 662,
Road Town, Tortola, British Virgin Islands
Management - 767 Third Avenue, 39th Floor, New York,
New York 10017
Filimonov - 767 Third Avenue, 39th Floor, New York,
New York 10017
Sogoloff - 767 Third Avenue, 39th Floor, New York,
New York 10017
Item 2(c). Place of Organization or Citizenship:
Alexandra - British Virgin Islands
Management - Delaware
Filimonov - United States
Sogoloff - United States
Item 2(d). Title of Class of Securities:
Common Stock, $0.002 par value per share, of the Issuer
(the "Common Stock")
Item 2(e). CUSIP Number: 45811V105
Item 3. This Schedule is filed pursuant to Rule 13d-1(c)
by Alexandra, Management, Filimonov and Sogoloff.
Item 4. Ownership:
(a) Amount Beneficially Owned:
Subject to the Ownership Limitation (defined below), as
of the date of this filing, each Reporting Person may be
deemed the beneficial owner of: (i) 650,000 shares of Common
Stock currently issuable to Alexandra upon conversion of 650
shares of Series B Redeemable Convertible Preferred Stock,
$0.002 par value, of the Issuer (the "Preferred Stock"),
(ii) 325,000 shares of Common Stock currently issuable to
Alexandra upon exercise of a warrant (the "Initial Warrant")
CUSIP No. 45811V105 13G Page 7 of 10 Pages
and (iii) 487,500 shares of Common Stock currently issuable
to Alexandra upon exercise of additional investment rights
exercisable into (x) 325 shares of Preferred Stock, which
are then convertible into 325,000 shares of Common Stock and
(y) a warrant (the "Additional Warrant") exercisable into
162,500 shares of Common Stock.
The number of shares of Common Stock into which the
Preferred Stock, the Initial Warrant and the Additional
Warrant are convertible or exercisable, as applicable, are
limited pursuant to the terms of the certificate of
designations of the Preferred Stock (the "Certificate of
Designations"), the Initial Warrant and the Additional
Warrant to that number of shares of Common Stock which would
result in Alexandra having aggregate beneficial ownership of
not more than 9.99% of the total issued and outstanding
shares of Common Stock (the "Ownership Limitation").
Therefore, the percent of class beneficially owned by the
Reporting Persons is limited to 9.99%.
In accordance with the Ownership Limitation, as of the
date of this filing, each Reporting Person may be deemed the
beneficial owner of 1,176,224 shares of Common Stock. (Based
on the Quarterly Report on Form 10-QSB for the quarterly
period ended December 31, 2003, there were 10,597,790 shares
of Common Stock outstanding as of January 31, 2004. In
addition, 1,176,224 shares of Common Stock are currently
issuable to Alexandra pursuant to the terms of the
Certificate of Designations, the Initial Warrant and the
Additional Warrant without causing Alexandra's aggregate
beneficial ownership to exceed the Ownership Limitation.)
Management serves as investment advisor to Alexandra.
By reason of such relationship, Management may be deemed to
share voting and dispositive power over the shares of Common
Stock owned by Alexandra. Management disclaims beneficial
ownership of the shares of Common Stock listed as
beneficially owned by Alexandra or any other person
reporting on this Schedule.
Filimonov serves as the Chairman, a Managing Member and
the Chief Investment Officer of Management. Sogoloff serves
as a Managing Member and the Chief Information and Risk
Management Officer of Management. By reason of such
relationships, each of Filimonov and Sogoloff may be deemed
to share voting and dispositive power over the shares of
Common Stock listed as beneficially owned by Management.
Filimonov and Sogoloff each disclaims beneficial ownership
of the shares of Common Stock listed as beneficially owned
by Management or any other person reporting on this
Schedule.
(b) Percent of Class:
9.99% (see Item 4(a) above).
CUSIP No. 45811V105 13G Page 8 of 10 Pages
(c) Number of Shares as to which the Reporting Person
has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote:
1,176,224 shares of Common Stock
(iii) sole power to dispose or to direct the
disposition of
-0-
(iv) shared power to dispose or to direct the
disposition of
1,176,224 shares of Common Stock
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
See Exhibit I.
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
By signing below each signatory certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of April 27, 2004, by and among
Alexandra, Management, Filimonov and Sogoloff.
CUSIP No. 45811V105 13G Page 9 of 10 Pages
SIGNATURE
By signing below each signatory certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
ALEXANDRA GLOBAL MASTER FUND LTD.
By: ALEXANDRA INVESTMENT MANAGEMENT, LLC,
Investment Advisor
By: /s/ Mikhail A. Filimonov
----------------------------
Mikhail A. Filimonov
Title: Managing Member
ALEXANDRA INVESTMENT MANAGEMENT, LLC
By: /s/ Mikhail A. Filimonov
----------------------------
Mikhail A. Filimonov
Title: Managing Member
/s/ Mikhail A. Filimonov
----------------------------
Mikhail A. Filimonov
/s/ Dimitri Sogoloff
----------------------------
Dimitri Sogoloff
CUSIP No. 45811V105 13G Page 10 of 10 Pages
Exhibit I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Common
Stock, $0.002 par value, of Integrated BioPharma, Inc., a Delaware corporation,
is being filed, and all amendments thereto will be filed, on behalf of each of
the persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of April 27, 2004
ALEXANDRA GLOBAL MASTER FUND LTD.
By: ALEXANDRA INVESTMENT MANAGEMENT, LLC,
Investment Advisor
By: /s/ Mikhail A. Filimonov
----------------------------
Mikhail A. Filimonov
Title: Managing Member
ALEXANDRA INVESTMENT MANAGEMENT, LLC
By: /s/ Mikhail A. Filimonov
----------------------------
Mikhail A. Filimonov
Title: Managing Member
/s/ Mikhail A. Filimonov
----------------------------
Mikhail A. Filimonov
/s/ Dimitri Sogoloff
----------------------------
Dimitri Sogoloff