UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Sec. 240.14a-12
NUTRACEA
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
Filed by NutraCea pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended.
PRESS RELEASE
NUTRACEA RECEIVES PERMIT FROM THE CALIFORNIA DEPARTMENT OF CORPORATIONS
APPROVING THE PROPOSED MERGER WITH RICEX
FOR IMMEDIATE RELEASE
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EL DORADO HILLS, CALIF., JULY 13, 2005 -- NutraCea (OTC BULLETIN BOARD: NTRZ)
announced today that at a hearing held on July 12, 2005, the California
Department of Corporations approved the issuance of NutraCea securities in the
proposed merger between NutraCea and The RiceX Company (OTC BULLETIN BOARD:
RICX), determined that the terms of the merger were fair, and issued a permit
under the California securities laws to NutraCea covering the issuance of
securities in the merger. The approval of the merger by the Department of
Corporations allows the securities of NutraCea to be issued in connection with
the merger to be exempt from registration under the United States Securities Act
of 1933.
"We obtained a permit after a public hearing in which the Department of
Corporation determined that the terms of the merger of NutraCea and RiceX were
fair, which is one of the major conditions to be satisfied prior to completing
the merger," stated Bradley Edson, President of NutraCea. "It is our combined
intention to file all proxy material and distribute it to the shareholders of
both companies as quickly as possible in order to have shareholder meetings to
vote on the merger," Edson added.
Ike Lynch commented, "We are happy to have the state of California approve our
merger with NutraCea and look forward to accomplishing our goal of combining the
resources and strengths of both companies."
About NutraCea(R)
NutraCea is a leader in stabilized rice bran nutrient research and dietary
supplement development. The Company has developed intellectual property to
create a range of proprietary product formulations, delivery systems and whole
food nutrition products. NutraCea's proprietary technology enables the creation
of food and nutrition products from rice bran, normally a waste by-product of
standard rice processing. In addition to its whole foods products, NutraCea
develops families of health-promoting "nutraceuticals," including natural
arthritic relief and cholesterol-lowering products, and all-natural
"cosmeceutical" beauty aids. More information can be found in the company's
filings with the SEC and on NutraCea web site http://www.NutraCea.com.
About RiceX
The RiceX Company manufactures and distributes nutritionally dense foods and
food ingredients made from rice bran stabilized through the company's
proprietary technology and processes.
RiceX delivers all natural, nutritionally dense stabilized rice bran products
with the shelf life and nutritional profile demanded by most commercial users.
Forward-Looking Statements
This release contains statements that are forward looking. These statements are
made based upon current expectations that are subject to risk and uncertainty.
The Company does not undertake to update forward-looking statements in this news
release to reflect actual results, changes in assumptions or changes in other
factors affecting such forward-looking information. Assumptions and other
information that could cause results to differ from those set forth in the
forward-looking information can be found in the Company's filings with the
Securities and Exchange Commission, including the company's most recent periodic
report.
Where to Find Additional Information about the Merger
NutraCea intends to file a proxy statement in connection with the merger
transaction with RiceX. Investors and stockholders are urged to read the proxy
statement when it becomes available because it will contain important
information about the transaction. Investors and stockholders may obtain free
copies of the proxy statement and other relevant documents (when they become
available) and other documents filed with the Securities and Exchange Commission
at the Securities and Exchange Commission's web site at www.sec.gov. In
addition, investors and stockholders may obtain free copies of the documents
filed with the Securities and Exchange Commission by NutraCea by contacting
Margie Adelman 916-933-7000 ext 646.
NutraCea and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of NutraCea in
connection with the merger. Information regarding the special interests of these
directors and executive officers in the transaction described herein will be
included in the proxy statement of NutraCea as described above. Additional
information regarding the directors and executive officers of NutraCea is also
included in the NutraCea annual report on Form 10-KSB for the year ended
December 31, 2004, filed with the Securities and Exchange Commission. This
document is available free of charge at the Securities and Exchange Commission's
web site at www.sec.gov and from NutraCea by contacting Margie Adelman at
916-933-7000 ext 646.
Public Relations Contact:
Margie Adelman
Senior V.P. NutraCea
916-933-7000 Ext. 646
Investor Relations Contact:
Stephen D. Axelrod, CFA
Wolfe Axelrod Weinberger Associates, LLC
212-370-4500