UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): September 24, 1997
BIOTECHNICA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11854 22-2344703
State or other jurisdiction of (Commission File IRS Employer
incorporation or organization) Number) Identification No.)
4001 North War Memorial Drive, Peoria IL 61614
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (309)-681-0300
_______________N/A_________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
BioTechnica International, Inc.(the "Company") reported today a net loss
for the fiscal year ended June 30, 1997 of $1,449,000 ($0.02 per share),
compared to a net loss for the prior fiscal year of $2,285,000 ($0.03
per share). For the first time since its 1994 restructuring, the
Company had positive working capital generated by the business (i.e.,
the net loss of $1,449,000 is less than the sum of the depreciation and
amortization expense of $1,453,000).
The Company announced the retirement of three members of its seven-
member Board of Directors: Messrs. Jean Ferrand, William C. Hittinger,
and Emmanuel Rougier. These Directors retired for separate and
individual reasons. Bruno Carette, the President and CEO of the
Company, said, "Certainly, many of the accomplishments of the Company
during the last several years have been the result of the leadership of
these individuals, and I extend my best wishes for success in their
future endeavors."
Mr. Ferrand is also retiring from the Board of Directors of the
Company's parent, Groupe Limagrain, S.A. of Chappes France
("Limagrain"), and will devote his time to his family farm. Mr.
Hittinger has assumed the full-time responsibilities of Interim
President of Lehigh University (PA). Mr. Rougier has assumed new duties
as General Manager of the Limagrain Vegetable and Flower Division. To
replace these retired Directors, the Board has appointed the following
individuals to serve as Directors until the next annual shareholders
meeting: Mr. Bruno Carette, who is the President and Chief Operating
Officer of the Company and was elected the Chief Executive Officer of
the Company upon the resignation of Mr. Rougier; Mr. Serge Lebreton, who
is a member of the Board of Directors of Limagrain; and Mr. Claude
Lescoffit, who is the Chief Executive Officer of Limagrain Agro-
Genetics, the field seeds division of Limagrain.
Further with respect to significant activities in Fiscal 1997, the
Company reported that, during the fourth quarter, it repurchased and
retired a block of 11,324,051 shares of its common stock (approximately
9.8% of its then-outstanding shares) from a shareholder at a price per
share that was substantially below the then-current market price and net
book value per share. The effect of this repurchase was to increase
proportionately the percentage of common stock of the Company held by
all shareholders by approximately 9.8%.
Limagrain's ownership, through its majority-owned subsidiary Limagrain
Genetics Corp. ("LG Corp."), increased from 85% to 94%. The Company
noted that under Delaware law LG Corp. could effect a cash-out merger of
the minority shareholders of the Company without a shareholder vote. LG
Corp. could have taken this action at any time prior to the share
repurchase at a shareholders meeting regardless of the vote of any other
shareholder. At the present time, the Company and LG Corp. have had no
discussions regarding such a merger.
BioTechnica International, Inc. is an agricultural products company
dedicated principally to the production and marketing of proprietary
hybrid corn, soybean, alfalfa, and other field seed products throughout
the Midwest Corn Belt region of the United States.
FOR IMMEDIATE RELEASE: September 24, 1997
CONTACT:
Bruno Carette, President and CEO
BioTechnica International, Inc.
4001 N. War Memorial Drive -- Suite 200
Peoria, Illinois 61614
(309) 681-0300
BIOTECHNICA INTERNATIONAL, INC.
ANNOUNCES YEAR-END RESULTS
BioTechnica International, Inc.(the "Company") reported today a net loss
for the fiscal year ended June 30, 1997 of $1,449,000 ($0.02 per share),
compared to a net loss for the prior fiscal year of $2,285,000 ($0.03
per share). For the first time since its 1994 restructuring, the
Company had positive working capital generated by the business (i.e.,
the net loss of $1,449,000 is less than the sum of the depreciation and
amortization expense of $1,453,000).
The Company announced the retirement of three members of its seven-
member Board of Directors: Messrs. Jean Ferrand, William C. Hittinger,
and Emmanuel Rougier. These Directors retired for separate and
individual reasons. Bruno Carette, the President and CEO of the
Company, said, "Certainly, many of the accomplishments of the Company
during the last several years have been the result of the leadership of
these individuals, and I extend my best wishes for success in their
future endeavors."
Mr. Ferrand is also retiring from the Board of Directors of the
Company's parent, Groupe Limagrain, S.A. of Chappes France
("Limagrain"), and will devote his time to his family farm. Mr.
Hittinger has assumed the full-time responsibilities of Interim
President of Lehigh University (PA). Mr. Rougier has assumed new duties
as General Manager of the Limagrain Vegetable and Flower Division. To
replace these retired Directors, the Board has appointed the following
individuals to serve as Directors until the next annual shareholders
meeting: Mr. Bruno Carette, who is the President and Chief Operating
Officer of the Company and was elected the Chief Executive Officer of
the Company upon the resignation of Mr. Rougier; Mr. Serge Lebreton, who
is a member of the Board of Directors of Limagrain; and Mr. Claude
Lescoffit, who is the Chief Executive Officer of Limagrain Agro-
Genetics, the field seeds division of Limagrain.
Further with respect to significant activities in Fiscal 1997, the
Company reported that, during the fourth quarter, it repurchased and
retired a block of 11,324,051 shares of its common stock (approximately
9.8% of its then-outstanding shares) from a shareholder at a price per
share that was substantially below the then-current market price and net
book value per share. The effect of this repurchase was to increase
proportionately the percentage of common stock of the Company held by
all shareholders by approximately 9.8%.
Limagrain's ownership, through its majority-owned subsidiary Limagrain
Genetics Corp. ("LG Corp."), increased from 85% to 94%. The Company
noted that under Delaware law LG Corp. could effect a cash-out merger of
the minority shareholders of the Company without a shareholder vote. LG
Corp. could have taken this action at any time prior to the share
repurchase at a shareholders meeting regardless of the vote of any other
shareholder. At the present time, the Company and LG Corp. have had no
discussions regarding such a merger.
BioTechnica International, Inc. is an agricultural products company
dedicated principally to the production and marketing of proprietary
hybrid corn, soybean, alfalfa, and other field seed products throughout
the Midwest Corn Belt region of the United States.
