<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 19, 1995
BIOTECHNICA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11854 22-2344703
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
4001 North War Memorial Drive, Suite 200, Peoria, IL 61614
(Address of principal executive offices)
Registrant's telephone number, including area code: 309/681-0300
________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 2. -- Acquisition or Disposition of Assets
On April 19, 1995, BioTechnica International, Inc. ("BTI") announced that its
LG Seeds, Inc. operating subsidiary had consummated the sale of the assets of
its Scott Seed Division ("Scott") of New Albany, Indiana, to AgriBioTech, Inc.
of Las Vegas, Nevada, for an aggregate net purchase price of approximately
$1,950,000, payable in cash, 158,000 shares of AgriBioTech stock with a
guaranteed value of $3.00 per share, and assumption of the accounts payable
of the division.
A Pro forma financial statement showing the effect of the sale of Scott on the
most recent Form 10-Q for the six-month period ended December 31, 1994 is
contained in Item 7. The accompanying pro forma statement of operations
reflects BTI as though the transaction took place as of July 1, 1994;
accordingly, sales, cost of sales, and operating expenses for Scott have been
eliminated. Interest expense has been adjusted for the sale of Scott and
borrowings and interest have been reduced accordingly. The accompanying
Pro Forma Balance Sheet reflects BTI as though the transaction took place
as of December 31, 1994; accordingly, the appropriate line items have been
adjusted removing all assets and liabilities of Scott.
Item 7 -- Financial Statements and Exhibits
Exhibit 1 : Pro Forma Consolidated Balance Sheet of BTI
as of December 31,1994
Exhibit 2 : Pro Forma Condensed Consolidated Statement of Operations
of BTI for the Six Months Ended December 31,1994
Exhibit 3 : Notes to the ProForma Consolidated Financial Statements
<PAGE>
Exhibit 1:
BIOTECHNICA INTERNATIONAL INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
December 31, Scott December 31, 1994
1994 Adjustments Minus Scott
------------ ----------- -----------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash & cash equivalents $ 1,096,000 (73,000) $ 1,023,000
Marketable Securities 0 474,000 474,000
Accounts Receivable 2,263,000 (160,000) 2,103,000
Inventories 12,062,000 (1,061,000) 11,001,000
Prepaid expenses &
other assets 505,000 (9,000) 496,000
Net assets held for sale 448,000 0 448,000
---------- ----------- ----------
Total Current Assets 16,374,000 (829,000) 15,545,000
Property, plant & equipment
At cost 13,536,000 (314,000) 13,222,000
Less accumulated depreci-
ation 3,096,000 (39,000) 3,057,000
Net property, plant & ---------- --------- ----------
equipment 10,440,000 (275,000) 10,165,000
Goodwill and other assets 9,561,000 (199,000) 9,362,000
----------- ----------- -----------
TOTAL ASSETS $36,375,000 (1,303,000) $35,072,000
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Borrowings under line
of credit $7,150,000 (863,000) $6,287,000
Notes payable 0 0 0
Current portion of long-
term debt 114,000 (17,000) 97,000
Accounts payable 4,128,000 (508,000) 3,620,000
Customer Advances 2,870,000 0 2,870,000
Accrued liabilities 1,021,000 (32,000) 989,000
Due to affiliates 1,170,000 0 1,170,000
---------- ----------- ----------
Total current liabilities 16,453,000 (1,420,000) 15,033,000
Long- term debt 197,000 0 197,000
Due to affiliates 5,326,000 0 5,326,000
Other noncurrent liabilities 223,000 (50,000) 173,000
---------- ----------- ----------
TOTAL LIABILITIES 22,199,000 (1,470,000) 20,729,000
SHAREHOLDERS' EQUITY
Preferred Stock, Class A,
2,000,000 shares authorized;
700,000 and 500,000 shares
outstanding, respectively 7,000 0 7,000
Common Stock, 150,000,000
shares authorized;
115,418,788 and
105,912,919 shares
outstanding,respectively 1,154,000 0 1,154,000
Common Stock, Class A,
11,100,000 shares
authorized;6,054,751 and
10,753,087 shares out-
standing, respectively 61,000 0 61,000
Common Stock, Class B,
11,100,000 shares
authorized; 0 and 4,807,533
shares outstanding,
respectively 0 0 0
Additional paid-in
capital 18,893,000 0 18,893,000
Retained Earnings
(deficit) (5,844,000) 167,000 (5,677,000)
Treasury stock (95,000) 0 (95,000)
TOTAL SHAREHOLDERS EQUITY----------- ------- ----------
14,176,000 167,000 14,343,000
TOTAL LIABILITIES AND
SHAREHOLDERS'EQUITY $36,375,000 (1,303,000) $35,072,000
=========== =========== ===========
</TABLE>
<PAGE>
Exhibit 2:
BIOTECHNICA INTERNATIONAL INC.
PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
December 31, Scott December 31, 1994
1994 Adjustments Minus Scott
------------ ----------- -----------------
<S> <C> <C> <C>
NET SALES:
Customers $2,905,000 (2,223,000) $ 682,000
Affiliates 1,979,000 0 1,979,000
---------- ----------- ---------
4,884,000 (2,223,000) 2,661,000
COST AND OPERATING EXPENSES:
Cost of goods sold 4,481,000 (1,792,000) 2,689,000
Sales and Marketing 2,953,000 (117,000) 2,836,000
General and administra-
tive 1,922,000 (400,000) 1,522,000
--------- ----------- ---------
9,356,000 (2,309,000) 7,047,000
Operating income (4,472,000) 86,000 (4,386,000)
OTHER INCOME (EXPENSE):
Interest expense (627,000) 35,000 (592,000)
Other 30,000 46,000 76,000
--------- -------- ----------
Net income before
taxes (5,069,000) 167,000 (4,902,000)
Income Taxes 0 0 0
------------- ----------- -------------
NET INCOME (LOSS) $ (5,069,000) 167,000 $ (4,902,000)
============= =========== =============
NET INCOME PER SHARE $ (0.04) 0.00 (0.04)
============= =========== =============
Weighted average shares
outstanding 121,434,000 121,434,000 121,434,000
============= =========== =============
</TABLE>
<PAGE>
Exhibit 3:
Notes to ProForma Condensed Consolidated
Financial Statements
1. The Pro Forma Financial statements in Exhibits 1 and 2 above were produced
by taking the December 31, 1994 statements from the Second Quarter Form 10Q
and removing the Scott Seed division balances included in those line items.
( See Scott Adjustments Column) The only exceptions to this methodology were
the reduction in the Line of Credit of $863,000, based on the net proceeds
which would have been received had the transaction taken place at
December 31, 1994, and the resulting decrease in interest expense of $35,000,
which was calculated assuming the $863,000 reduction in the Line of Credit for
a six month period at BTI's cost of borrowing on its Line of Credit with
Harris Bank and Trust of Chicago.
<PAGE>
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.
BIOTECHNICA INTERNATIONAL, INC.
Date: May 4,1995 By: J.C. Gouache
J.C. Gouache
President and Chief Operating Officer
