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):
December 31, 1997
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Agritope, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23531 93-0820945
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
8505 S.W. Creekside Place, Beaverton, Oregon 97008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 641-6115
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Item 7. Financial Statements and Exhibits
(c) Exhibits
4.1 Form of stock purchase agreement in connection with the
Regulation S Sale (as such term is defined in Item 9 below)
4.2 Preferred Stock Purchase Agreement between Agritope, Inc. and
Vilmorin & Cie dated December 5, 1997
99.1 Press release of Epitope, Inc., dated December 24, 1997,
announcing, among other things, the then pending Regulation
S Sale and Preferred Stock Sale (as each such term is defined
in Item 9 below)
99.2 Press release of Agritope, Inc., dated January 8, 1998,
announcing, among other things, the closing of the Regulation S
Sale and the Preferred Stock Sale (as each such term is defined
in Item 9 below)
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On December 31, 1997, Agritope, Inc., a Delaware corporation (the
"Company"), closed the private sale of 1,343,704 shares of its common stock, par
value $.01 per share, including associated preferred stock purchase rights (the
"Common Stock"), at a price of $7 per share (for an aggregate purchase price of
$9.4 million) to certain foreign investors. The Company sold such shares of its
Common Stock in reliance upon the Regulation S exemption under the Securities
Act of 1933, as amended (the "Securities Act") (the "Regulation S Sale").
On January 7, 1998, the Company closed the private sale of 214,285
shares of its Series A Preferred Stock, par value $.01 per share (the "Preferred
Stock"), at a price of $7 per share (for an aggregate purchase price of $1.5
million) to Vilmorin & Cie, a majority owned subsidiary of Groupe Limagrain
Holdings, Chappes, France ("Vilmorin"). Subject to adjustment upon the
occurrence of certain events, the Preferred Stock is convertible at any time
into shares of Common Stock on a share-for-share basis. Other than the right to
elect a director and preemptive rights, the Preferred Stock has rights
substantially equivalent to those of the Common Stock. Holders of Preferred
Stock will vote on an "as converted" basis with holders of Common Stock. The
Company sold such shares of its Preferred Stock in reliance upon the Regulation
S exemption under the Securities Act (the "Preferred Stock Sale").
In addition, on January 8, 1998, the Company extended, until January
30, 1998, an option exercisable by Vilmorin or its designees to purchase up to
785,715 additional shares of Preferred Stock at a price of $7 per share (for an
aggregate offering price of $5.5 million). Vilmorin will own 19.9 percent of the
Company's outstanding voting stock if it exercises such option in full. If it
elects not to exercise any of the option, Vilmorin will own approximately 5
percent of the Company's outstanding voting stock.
American Equities Overseas, Inc. ("American Equities"), acting through
American Equities Overseas (U.K.), Ltd., served as placement agent for the
Regulation S Sale and the Preferred Stock Sale. American Equities received
warrants to purchase a total of 118,250 shares of the Company's Common Stock at
a price of $7 per share in partial consideration for its services. In addition,
warrants to purchase 381,750 shares of Common Stock at a price of $7 per share
have been issued to eight unaffiliated designees of American Equities, none of
whom are U.S. persons. Such warrants may be exercised at any time within three
years of December 31, 1997. The Company has granted certain registration rights
with respect to the warrants.
The private sales of the Company's securities in the Regulation S Sale
and the Preferred Stock Sale were made in offshore transactions to non-U.S.
persons. The purchasers made representations to the Company regarding their
status and actions necessary to comply with Regulation S. The Company expects to
use the net proceeds of the Regulation S Sale and the Preferred Stock Sale to
finance its operations as an independent corporation.
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.
Agritope, Inc.
(Registrant)
/s/ Gilbert N. Miller
Date: January 13, 1998. By:------------------------
Gilbert N. Miller
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Page No.
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4.1 Form of stock purchase agreement in connection
with the Regulation S Sale *
4.2 Preferred Stock Purchase Agreement between
the Company and Vilmorin & Cie dated December 5, 1997 *
99.1 Press release of Epitope, Inc., dated December
24, 1997, announcing, among other things, the then
pending Regulation S Sale and Preferred Stock Sale 5
99.2 Press release of Agritope, Inc., dated January
8, 1998, announcing, among other things, the closing
of the Regulation S Sale and the Preferred Stock Sale 6
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* Incorporated by reference to Exhibits 4.3 and 4.4, respectively, of the
Company's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on August 29, 1997, as amended.
Record Date Set for Agritope Spin-Off
BEAVERTON, Ore., Dec. 24 / -- Epitope, Inc. (Nasdaq: EPTO) today announced that
is has set December 26, 1997, as the record date on which its shareholders will
be eligible to receive a distribution of common stock of Agritope, Inc. For
every five shares of common stock of Epitope, Inc. held, as of the close of
business on December 26, 1997, shareholders will receive one share of common
stock of Agritope. Epitope shareholders will not have to pay for any shares of
Agritope stock received in the distribution or take any other action to receive
shares. In connection with the spin-off, Agritope will issue 1.56 million shares
of capital stock to certain foreign investors for $10.9 million ($7 per share).
"We believe that the spin-off of Agritope is the best way for Epitope's
shareholders to realize the value in both the agricultural and medical products
businesses by creating two separate and independent public companies. The
spin-off will allow management of each company to focus on the unique challenges
of each industry, without distractions from the other business," said John W.
Morgan, president and chief executive officer of Epitope. "We are pleased that
outside investors and a strategic partner, who recognize the value of Agritope,
have agreed to provide the capital needed to support Agritope's operation as a
separate business."
Agritope has filed a registration statement with the Securities and Exchange
Commission with respect to the shares to be distributed in the spin-off. An
information statement/prospectus will be furnished to each shareholder of record
as of the close of business on December 26, 1997.
Epitope expects to deliver the information statement/prospectus and the Agritope
shares on or about January 8, 1998.
Epitope currently has 13,454,330 shares outstanding. Accordingly, Epitope
expects to distribute 2,690,866 Agritope shares to its shareholders. Upon
completion of the distribution, Agritope will cease to be a subsidiary of
Epitope and will operate as an independent public company. Agritope shares will
trade on the SmallCap tier of the Nasdaq Stock Market under the symbol AGTO.
On December 31, 1997, Agritope will issue 1,343,704 shares of Agritope common
stock at a price of $7 per share to certain foreign investors for an aggregate
sales price of $9.4 million. In early January 1998, Agritope will also issue,
for an aggregate sales price of $1.5 million ($7 per share), 214,285 shares of
its preferred stock to Vilmorin & Cie, a majority owned subsidiary of Groupe
Limagrain Holdings, Chappes, France. Vilmorin also holds an option to purchase
up to an additional 785,715 shares of Agritope preferred stock, also at a price
of $7 per share. The option expires January 15, 1998. The preferred stock is
convertible into common stock on a share-for-share basis. Other than the right
to elect a director and preemptive rights, the preferred stock has rights
substantially equivalent to those applicable to common stock.
Under terms of a related research and development agreement, Vilmorin will
provide proprietary seed varieties for use by Agritope in projects to be funded
by Vilmorin, in which both Agritope and Vilmorin technology may be applied.
Vilmorin will also have a right of first refusal to fund research projects
involving the genetic modification of specified vegetables and flowers.
Founded in 1743, Vilmorin specializes in the worldwide breeding, production and
distribution of vegetable and flower seeds to the home garden and professional
markets. It is the largest company in the world serving the home garden market
and the second largest in the world serving the professional vegetable seed
market. Vilmorin's U.S. subsidiary, Harris Moran Seed Company of Modesto,
California and Agritope have been working together for several years to develop
cantaloupe with a longer shelf life.
Epitope is an Oregon company that develops and markets medical diagnostic
products. Agritope is an Oregon-based agricultural biotechnology company
specializing in the development of new fruit and vegetable varieties. Agritope
is also the majority owner of Vinifera, Inc., which offers grapevine plant
propagation and disease screening and elimination programs.
A registration statement relating to the securities to be issued to Epitope
shareholders has been declared effective by the Securities and Exchange
Commission. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any state in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Shares of Agritope
stock to be sold to Vilmorin and other foreign investors have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements.
CONTACT: Mary Hagen of Epitope, 503-614-6115; or Matt Kramer of Agritope,
503-670-7702
Agritope Shares Commence Trading; Date Set for Annual Meeting;
Recent Developments Announced
BEAVERTON, Ore., Jan. 8 / -- Agritope, Inc. (Nasdaq: AGTO) today announced that,
effective today, Agritope common stock will be traded on the SamllCap tier of
the Nasdaq stock market under the symbol AGTO. The shares have traded on a
"when-issued" basis since December 26, 1997. Agritope recently received proceeds
of $10.9 million from the sale of 1,343,704 shares of common stock and 214,285
shares of preferred stock in private placement transactions, all at a price of
$7 per share. In addition, today, Agritope extended, until January 30, 1998, an
option to purchase up to 785,715 additional shares of preferred stock at a price
of $7 per share.
The company will hold its first annual meeting of stockholders as an independent
company on February 23 at the Oregon Museum of Science and Industry in Portland.
Stockholders of record on January 20, 1998 will vote on the re-election of Class
I directors at the meeting.
"Agritope has been launched on its own with an experienced management team,
strong strategic partners and an excellent technology platform," said Adolph J.
Ferro, chairman, president and chief executive officer. "We believe that the
equity capital raised in conjunction with the spin-off provides us with a firm
financial foundation from which we can continue to develop and commercialize our
technology."
Ferro also announced several recent developments as follows:
* Access to Technology from Ohio State University
Agritope and Ohio State University have entered into an option agreement that
provides Agritope with exclusive access to technology designed to create crops
resistant to diseases caused by geminiviruses. Insects such as whiteflies
transmit geminiviruses which, in turn, may cause major damage to a variety of
crops, including tomatoes, melons and peppers. Agritope has a period of three
years to evaluate the technology and negotiate terms of a license agreement.
* License of Technology to AgraQuest, Inc.
The company has agreed to license certain proprietary technology to AgraQuest,
Inc. of Davis, California. AgraQuest, a company that specializes in developing
and marketing natural product solutions for pest management, will commercialize
an agent that controls fruit rot and other fungal diseases. The technology was
discovered by Agritope and the product is being developed by AgraQuest. Agritope
will receive a royalty on sales of products.
* Notices of Patent Allowance
The U.S. Patent Office has issued notices of allowance regarding four pending
patent applications. The applications involve technology for the genetic
modification of a variety of plants, including raspberries and strawberries, and
the manner in which new genes are expressed in the plants.
Agritope is an Oregon-based agricultural biotechnology company specializing in
the development of new fruit and vegetable varieties. Agritope is also the
majority owner of Vinifera, Inc., which offers grapevine plant propagation and
disease screening and elimination programs.
CONTACT: Matt Kramer of Agritope, 503-670-7702
