UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) December 17, 2004
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NUTRACEA
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Exact name of registrant as specified in its charter)
California 0-32565 87-0673375
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1261 Hawks' Flight Court, El Dorado Hills, CA 95762
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(Address of principal executive office
Registration's telephone number, including area code: (916) 933-7000
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(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)).
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In conjunction with the hiring of Bradley Edson as Nutracea's new President, Mr.
Edson was issued warrants to purchase 6,000,000 shares of Nutracea's common
stock at an exercise price of $0.30 per share. The warrants are immediately
exercisable and expire in ten years from the date of issuance. The issuance of
the warrants were made in reliance upon the exemption from registration set
forth in Section 4(2) of the Securities Act of 1933 (the "1933 Act") as a
transaction not involving a public offering and made to one affiliate of the
Company. The warrants were deemed to be "restricted securities" as defined in
Rule 144 under the 1933 Act.
SECTION 5 - CORPORATE GOVERANCE AND MANAGEMENT
ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS.
On December 17, 2004, Nutracea appointed Bradley D. Edson as the Company's new
President and a Director. Mr. Edson has over 20 years of experience with
mergers and acquisitions and facilitating funding of both public and private
companies. Patricia McPeak who served as the interim President, will continue as
Nutracea's Chief Executive Officer.
SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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99.1 Press Release dated December 22, 2004
SIGNATURES
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.
Dated: December 22, 2004 NUTRACEA
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(Registrant)
/s/ Patricia McPeak
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Patricia McPeak, Chief Executive Office