<PAGE> 1
Page 1 of 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.________)*
Ecogen Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
278864 20 2
- --------------------------------------------------------------------------------
(CUSIP Number)
Gianni Manca
Piergrossi Villa Manca Graziadei
Studio Legale
Via Lombardia, 23
00187 Rome
Italy
Telephone: 39-06-42744646
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 30, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
<PAGE> 2
CUSIP No. 278864 20 2 Page 2 of 11
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
Agroinvest Limited
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(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Channel Islands
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 810,000
by Each Reporting ----------------------------------
Person With
(8) Shared Voting Power
0
----------------------------------
(9) Sole Dispositive Power
810,000
----------------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
810,000
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.57%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 278864 20 2 Page 3 of 11
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
Bioinvest Limited
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Channel Islands
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 810,000
by Each Reporting ----------------------------------
Person With
(8) Shared Voting Power
0
----------------------------------
(9) Sole Dispositive Power
810,000
----------------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
810,000
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.57%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 278864 20 2 Page 4 of 11
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
Farlap Asset Management Limited
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Channel Islands
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 810,000
by Each Reporting ----------------------------------
Person With
(8) Shared Voting Power
0
----------------------------------
(9) Sole Dispositive Power
810,000
----------------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
810,000
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.57%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
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CUSIP No. 278864 20 2 Page 5 of 11
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
Mrs. Luciana Price
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Italy
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 810,000
by Each Reporting ----------------------------------
Person With
(8) Shared Voting Power
0
----------------------------------
(9) Sole Dispositive Power
810,000
----------------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
810,000
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.57%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 6
Page 6 of 11
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value
$.01 per share (the "Common Stock") of Ecogen Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal executive offices are located at 2000 W. Cabot
Boulevard, Langhorne, Pennsylvania 19047.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed jointly on behalf of (i)
Agroinvest Limited, (ii) Bioinvest Limited, (iii) Farlap Asset Management
Limited, and (iv) Mrs. Luciana Price (collectively, the "Reporting Persons").
Bioinvest Limited owns all of the outstanding stock of Agroinvest Limited.
Farlap Asset Management Limited owns all of the outstanding stock of Bioinvest
Limited. Mrs. Luciana Price owns all of the outstanding stock of Farlap Asset
Management Limited. Bioinvest Limited currently is the record holder of 500,000
shares of Common Stock and currently holds 310,000 shares of Common Stock
through a nominee. Bioinvest Limited has agreed to transfer its entire interest
in all 810,000 shares of Common Stock to Agroinvest Limited as a capital
contribution.
Agroinvest Limited is a corporation organized under the laws of the
Channel Islands. Agroinvest Limited's principal business is investing in
securities issued by entities engaged in the agriculture industry. Its principal
business and office address is 22 Grenville Street, St. Helier, Jersey, Channel
Islands. In the last five years, Agroinvest Limited has not been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it is or was
subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Bioinvest Limited is a corporation organized under the laws of the
Channel Islands. Bioinvest Limited's principal business is investing in
securities issued by entities engaged in the biological and organic products
industries. Its principal business and office address is 22 Grenville Street,
St. Helier, Jersey, Channel Islands. In the last five years, Bioinvest Limited
has not been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it is or was subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Farlap Asset Management Limited is a corporation organized under the laws of the
Channel Islands. Farlap Asset Management Limited's principal business is
investing in securities. Its principal business and office address is 22
Grenville Street, St. Helier, Jersey, Channel Islands. In the last five years,
Farlap Asset Management Limited has not been convicted in a criminal proceeding
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it is or was subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating
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activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Mrs. Luciana Price is a natural person whose address is 33 Chemin Sous
Carran, Collonge Bellerive, Geneva, Switzerland. She currently serves as
director and chairperson of Agroinvest Limited, Bioinvest Limited and Farlap
Asset Management Limited. Mrs. Price has not, in the last five years, been
convicted in a criminal proceeding and has not, in the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which she is or was subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Mrs. Price is a citizen of Italy.
The directors (who also serve as executive officers) of Agroinvest
Limited and Bioinvest Limited are Mrs. Price, Mr. Peter J. Rohleder and Mr.
Gianni Manca. In addition, Mr. Martin Weber serves as controller of Agroinvest
Limited and Bioinvest Limited. The directors (who also serve as executive
officers) of Farlap Asset Management Limited are Mrs. Price, Mr. Rohleder, Mr.
Manca and Mr. Weber.
Mr. Rohleder's business address is 20 Rue du Marche, 1204 Geneva,
Switzerland. His current principal occupation is as an economic consultant, and
he is employed by St. Gallen Consulting Group at the address set forth above.
Mr. Rohleder is a citizen of Germany.
Mr. Manca's business address is Via Lombardia, 23, 00187 Rome, Italy.
His current principal occupation is as an attorney, and he is employed by
Piergrossi Villa Manca Graziadei Studio Legale at the address set forth above.
Mr. Manca is a citizen of Italy.
Mr. Weber's business address is 20 Rue du Marche, 1204 Geneva,
Switzerland. His principal occupation is as controller of Agroinvest Limited,
Bioinvest Limited, and Farlap Asset Management Limited. Mr. Weber is a citizen
of Switzerland.
To the best of the knowledge of each of Agroinvest Limited, Bioinvest
Limited and Farlap Asset Management Limited, none of Mrs. Price, Mr. Rohleder,
Mr. Manca and Mr. Weber has, in the last five years, been convicted in a
criminal proceeding or has, in the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any of them is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 30, 1999, Bioinvest Limited purchased from the Issuer 500,000
shares of Common Stock for an aggregate purchase price of $1,546,875 using
working capital. Bioinvest Limited purchased 310,000 shares of Common Stock in
the market transactions described in Item 5(c) using working capital.
<PAGE> 8
Page 8 of 11
ITEM 4. PURPOSE OF TRANSACTION
The current intention of the Reporting Persons is to acquire in the near
future additional shares of Common Stock in order to increase their level of
ownership to up to 15% of the outstanding Common Stock. If the Reporting Persons
acquire at least 12% of the outstanding Common Stock, the Reporting Persons
intend to approach the management of the Issuer to seek representation on the
board of directors of the Issuer.
In addition, the Reporting Persons ultimately may seek to acquire up to
40% of the outstanding Common Stock. However, the consummation of any
acquisitions are dependent on a number of factors, including the Reporting
Persons' ability to purchase shares at prices and on other terms satisfactory to
the Reporting Persons, the results of the Reporting Persons' evaluation of the
Issuer's business and prospects, and the continued performance of the Issuer.
The Reporting Persons may acquire shares of Common Stock in market
purchases. The Reporting Persons also may acquire Common Stock or preferred
stock through direct purchases from the Issuer. While the Reporting Persons and
the Issuer have had discussions concerning possible purchases, there is no
agreement between the Reporting Persons and the Issuer as to the terms of any
such transactions.
The Reporting Persons currently do not intend to acquire a majority of
the Common Stock or to displace the current directors or management of the
Issuer. The Reporting Persons' current goal is to work with existing management
to devise and implement corporate strategies that will enable the Issuer to
become a leader in the sustainable agriculture market and thereby to produce
value for all of its shareholders. The Reporting Persons believe that to
effectively compete in the sustainable agriculture industry, the Issuer must
grow its business by, inter alia, increasing its product offerings, augmenting
its marketing and sales efforts, and expanding its distribution structure. The
Reporting Persons believe that in order to achieve the necessary growth, the
Issuer should consider the acquisition of, and/or the merger into the Issuer of,
attractive small and medium sized companies in the industry.
These views of the Reporting Persons are set forth in a letter to the
Issuer dated June 22, 1999, a copy of which is filed as an exhibit to this
Schedule 13D and the contents of which are hereby incorporated by reference
herein.
Except as specifically set forth above, the Reporting Persons have no
plans or proposals that relate to or would result in any of the matters
specified in paragraphs (a) through (j) of Item 4 to Schedule 13D.
<PAGE> 9
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) See Items 11 and 13 on the cover page of this Schedule 13D.
(b) See Items 7, 8, 9 and 10 on the cover page of this Schedule 13D.
(c) On July 30, 1999, Bioinvest Limited purchased 500,000 shares of
Common Stock from the Issuer in a private placement for an aggregate purchase
price of $1,546,875.
In addition, Bioinvest Limited, through a nominee, purchased an
aggregate of 310,000 shares of Common Stock in the following market
transactions:
<TABLE>
<CAPTION>
Date Number of Shares Price per Share
- ---- ---------------- ---------------
<S> <C> <C>
June 28, 1999 20,000 $2.75
June 29, 1999 20,000 $2.8125
June 30, 1999 30,000 $2.9375
July 1, 1999 25,000 $2.9375
July 2, 1999 15,000 $2.9375
July 7, 1999 15,000 $2.9854
July 8, 1999 15,000 $3.00
July 9, 1999 10,000 $2.9375
July 13, 1999 10,000 $2.9688
July 14, 1999 10,000 $2.9688
July 15, 1999 5,000 $2.9688
July 16, 1999 10,000 $3.00
July 19, 1999 10,000 $3.00
July 20, 1999 20,000 $3.00
July 21, 1999 5,000 $3.00
July 22, 1999 30,000 $3.00
July 29, 1999 15,000 $3.00
August 10, 1999 15,000 $3.00
</TABLE>
Bioinvest Limited has agreed to transfer its entire interest in all 310,000
shares of Common Stock to Agroinvest Limited as a capital contribution.
(d) The Reporting Persons do not know of any other person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock to which this Schedule 13D relates.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a subscription agreement dated July 30, 1999, Bioinvest Limited
purchased from the Issuer 500,000 shares of Common Stock for an aggregate
purchase price
<PAGE> 10
Page 10 of 11
of $1,546,875. Such sale was not registered under the Securities Act of 1933, as
amended (the "Securities Act").
Pursuant to a letter agreement dated July 30, 1999, the Issuer has
agreed to register for resale under the Securities Act the 500,000 shares of
Common Stock issued to Bioinvest Limited and other shares of stock of the Issuer
that may be issued to Bioinvest Limited and Agroinvest Limited in the future.
Bioinvest Limited has agreed to transfer to Agroinvest Limited as a
capital contribution its entire interest in all 810,000 shares of Common Stock
it currently beneficially owns.
The Reporting Persons and the Issuer have had discussions concerning the
possible purchase by the Reporting Persons of Common Stock and/or preferred
stock from the Issuer. However, there is no agreement between the Reporting
Persons and the Issuer as to the terms of any such transactions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Subscription agreement dated July 30, 1999, between Ecogen Inc. and
Bioinvest Limited.
(b) Letter agreement dated July 30, 1999, between Ecogen Inc. and
Bioinvest Limited relating to registration of the Common Stock.
(c) Letter, dated June 22, 1999, from Agroinvest Ltd. to James P.
Reilly.
(d) Joint Statement Agreement.
<PAGE> 11
Page 11 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 11, 1999
Agroinvest Limited
By: /s/ Luciana Price
-------------------------------
Mrs. Luciana Price
Director
Bioinvest Limited
By: /s/ Luciana Price
-------------------------------
Mrs. Luciana Price
Director
Farlap Asset Management Limited
By: /s/ Luciana Price
-------------------------------
Mrs. Luciana Price
Director
/s/ Luciana Price
------------------------------------
Mrs. Luciana Price
<PAGE> 12
EXHIBIT A
BIOINVEST LTD
Board of Directors
Ecogen Inc.
2000 Cabot Boulevard West
Suite 170
Langhorne, Pennsylvania 19047
Gentlemen:
The undersigned hereby subscribes for, and purchases herewith, 500,000
shares (the "Shares") of the Common Stock, par value $0.01 per share, of Ecogen
Inc. (the "Corporation"), and as full consideration for the issuance of the
Shares by the Corporation, the undersigned agrees to pay $3.09375.
In consideration of your acceptance of this offer and your authorization
for the issuance of a certificate representing the Shares in the name of the
undersigned, the undersigned hereby represents, warrants and acknowledges to you
and the Corporation that (a) the Shares are being acquired for the account of
the undersigned for purposes of investment and not with a view to the
distribution thereof, as those terms are used in the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder; (b)
the undersigned has sufficient knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and risks of
purchasing the Shares; (c) the undersigned has received copies of such documents
and such other information as it has deemed necessary in order to make an
informed investment decision with respect to the purchase of the Shares; (d) the
undersigned is an "accredited investor," as defined in Rule 501 (the provisions
of which are known to such Investor) promulgated under the Act; and (e) the
undersigned understands, and has the financial capability of assuming the
economic risk of an investment in the Shares for an indefinite period of time.
The undersigned further acknowledges to you and the Corporation that it
has been advised that it will not be able to dispose of the Shares, or any
interest therein, without first complying with the relevant provisions of the
Act and any applicable state securities laws. The undersigned further
understands that the provisions of Rule 144 promulgated under the Act,
permitting routine sales of securities of certain issuers subject to the terms
and conditions thereof, are not currently available to it with respect to the
Shares. The undersigned acknowledges that the Corporation is not under any
obligation to register the Shares or to furnish any information or take any
other action to assist the undersigned in complying with the terms and
conditions of any exemption which might be available under the Act or any state
securities laws with respect to sales of the Shares by the undersigned in the
future.
<PAGE> 13
Accordingly, the undersigned agrees to hold the Shares subject to all
applicable provisions of the Act, applicable state securities laws, the
Certificate of Incorporation and By-laws of the Corporation, and any agreement
restricting the disposition or encumbrance of the Shares to which the
undersigned is a party. The undersigned shall give the Corporation prompt
written notice of any proposed disposition of the Shares and shall not proceed
with any such proposed disposition unless a registration under the Act is in
effect with respect to the Shares and all state securities laws have been
complied with or unless the Corporation shall have received an opinion of
counsel, of standing satisfactory to the Corporation, to the effect that such
registration and/or such compliance is not required, and the undersigned
authorizes the Corporation to place a suitable legend to this effect on the
stock certificate to be issued representing the Shares.
The representations, agreements and acknowledgements set forth above are
being given by the undersigned with the understanding that they will be relied
upon by the Corporation and its Board of Directors in order to claim the
availability of the exemption from the registration provisions of the Act
contained in Section 4(2) thereof.
Dated as of this 30th day of July, 1999.
BIOINVEST LTD
By: /s/ Peter J. Rohleder
-------------------------------
Name: Peter J. Rohleder
Title: Director
<PAGE> 14
EXHIBIT B
ECOGEN
July 30, 1999
Messrs. Bioinvest Limited
22, Grenville Street
St. Helier, Jersey,
Channel Islands, U.K.
Dear Sirs:
We refer to your letter of even date hereof relating to the subscription
of 500,000 shares ("the Shares") to be issued to you by our Company ("the
Subscription Agreement").
We wish to confirm that you have agreed to accept delivery of the Shares
in unregistered form in order to meet our request that the transaction be
completed today.
Accordingly, notwithstanding anything to the contrary set out in the
subscription Agreement, we undertake to initiate and complete at our cost the
procedure for the registration of the Shares in accordance with the [the
securities Act 1933] as amended and the rules and regulations promulgated
thereunder as well as in accordance with any applicable state securities law.
The registration procedure will be coupled with the contemplated issuance of
additional Ecogen shares either Common or Preferred to Bioinvest/Agroinvest and
initiated in no case any later than December 1999.
We shall advise you promptly after the registration of the Shares is
completed.
Kindly return to us a copy of this letter, signed at the foot hereof, to
confirm your agreement with the foregoing.
Yours faithfully,
Ecogen Inc.
By: /s/ James P. Reilly, Jr.
-------------------------------
James P. Reilly, Jr.
Date: July 30th, 1999
Agreed to
Bioinvest Limited
By: /s/ Peter J. Rohleder
-------------------------------
Peter J. Rohleder
Director
<PAGE> 15
EXHIBIT C
AGROINVEST Ltd.
Mr. James P. Reilly
President & CEO
Ecogen Inc.
Cabot Boulevard West
PO Box 3023
Langhorne, PA 19047-3023
USA
Geneva, June 22nd, 1999
Dear Jim,
I would like to thank you for the various occasions we had during the last
couple of months to discuss a mutual collaboration between Ecogen Inc. and
Agroinvest Ltd. based on a common understanding and joint view of the future
market developments in the Sustainable Agricultural Market in the US and
International.
As I have outlined to you Agroinvest Ltd. is the jointly owned company of
Bioinvest Ltd. and Intrachem (Bio) International SA.
Bioinvest and Intrachem plan to substantially invest in Biopesticides,
Integrated Pest Management, Sustainable Agricultural Market companies in the
United States.
INVESTMENT REASONS:
1. Agroinvest Ltd. believes that the market - domestic and international -
for integrated Pest Management, Sustainable Agriculture and other
effective Bioproducts will continuously rise over the coming five to ten
years. The market and financial prospects of this market sector are
excellent.
2. A survey of the market participants shows, that the overall market is
still totally fragmented, substantial investment went into research &
development, product development, registration etc. without bringing the
expected financial returns yet. Most players have concentrated on the
science side of the business without being in a position to successfully
market such new, highly explainable products to the domestic and
international customers (Distributors, Farmers, Cooperatives, etc.).
Most companies lack the necessary marketing & sales and distribution
know how, as well as finances and an extensive product range for the
future market development.
3. The noted fragmentation of the industry (Horticulture Market) requires a
substantial and immediate roll up strategy.
<PAGE> 16
From Agroinvest Ltd.'s point of view Ecogen Inc. could become the
nucleus for such a strategy.
4. Agroinvest Ltd. believes that Ecogen Inc. could become a major player in
the Horticulture market by merging and consolidating a wide range of
small companies with excellent product / service prospects into Ecogen
Inc., such as PlantHealth Corp., Eden, Troy Biosciences Inc., etc.
5. Agroinvest Ltd. believes that Ecogen Inc. has to become a $100 Mio+
Company to generate the mid to long-term expected financial rewards
based on a sustainable agriculture strategy, which will also include
"acceptable" chemical products such as for example copper products from
Agtroll.
6. Agroinvest Ltd. believes that Ecogen Inc. has to strengthen its
marketing & sales, its production and distribution capabilities
especially for the domestic market. Such investments are only reasonable
if additional products can either be developed, acquired of licensed in
to extend the current product portfolio.
7. Agroinvest Ltd. intends to support Ecogen Inc.'s marketing & sales,
technical support and distribution capabilities through the possible
inclusion of Intrachem (Bio) International SA through a merger / joint
venture into Ecogen Inc. This has to be further studied based on a
jointly agreed fairness option. The intent is to consolidate Intrachem
(Bio) International SA in Ecogen Inc. In addition Agroinvest Ltd. has
had preliminary talks with the Miller Corp. to study a potential
strategic partnership through a national / international sales and
marketing alliance. (Today 23 strong domestic sales force, 500
distributors, $30 Mio sales, 30% International)
8. Agroinvest Ltd. believes that the attractiveness of various small and
medium sized target companies in the US strengthen the opportunity for
Ecogen Inc. to become a sizable company ($100 Mio+) in the chosen field
of competence in the Horticulture Market.
9. Agroinvest Ltd. believes that a strengthened Ecogen Inc. (additional /
new products / higher efficiency / new products site / full fledged
marketing & sales organization / industry leading technical support
network / extensive domestic / international sales force / strong
strategic alliances and fresh finance) will be able to successfully
complete the planned roll up strategy and become one of the market
leaders in its field.
10. Agroinvest Ltd. is willing to support the Ecogen Ltd. mid and long-term
strategy based on a jointly developed and approved business plan.
PROPOSAL TO THE ECOGEN INC. MANAGEMENT AND BOARD
Based on the above assumptions, the various discussions between Ecogen Inc. and
Agroinvest Ltd. and the long-term business relationship between Intrachem (Bio)
International SA and Ecogen Inc., Agroinvest Ltd. is offering the following:
1. Agroinvest Ltd. wants to substantially invest into Ecogen Inc., thereby
acquiring through a serious of transactions up to 40% of Ecogen Inc.
2. Agroinvest Ltd. intends to become the or one of the major shareholders
of Ecogen Inc.
3. Agroinvest Ltd. seeks a fair representation on the Board of Ecogen Inc.
<PAGE> 17
4. Agroinvest Ltd. does not seek a hostile takeover of Ecogen Inc.
Agroinvest Ltd. wants to pursue this strategy (roll up and further
development of the company) mid to long-term alongside the Ecogen Inc.
Management.
5. Agroinvest Ltd. - will as of this day - acquire up to 15% of all
outstanding common stock of Ecogen Inc. in the open market. Once this
transaction is completed Agroinvest Ltd. wants to be fairly represented
on the Board of Ecogen Inc.
6. Agroinvest Ltd. is currently in the due diligence phase with Troy
Biosciences Inc., Agroinvest Ltd. is willing and intends to consolidate
a possible acquisition of Troy Biosciences Inc. into Ecogen Inc. This
issue will be jointly discussed and decided by Agroinvest Ltd. and
Ecogen Inc. in further negotiations.
7. Agroinvest Ltd. intends to consolidate Intrachem (Bio) International SA
in Ecogen Inc. after a jointly agreed fairness opinion and joint
negotiations between Ecogen Inc. and Intrachem (Bio) International SA.
8. Agroinvest Ltd. is willing to invest "fresh money" into Ecogen Inc.
through the issuance of new shares, preferred stock etc. to reach its
own financial / control goals. This has to be further negotiated between
Ecogen Inc. and Agroinvest Ltd. to reach a conclusion within the next
60-90 days.
9. Agroinvest Ltd. intends to bring various other potential strategic
partners to the attention of Ecogen Inc. for further study and eventual
consolidation.
Dear Jim, based on the above outlined scenario we ask you and the board of
Ecogen Inc. for the necessary decisions and approval to enter into serious joint
development talks to finally negotiate the full entry of Agroinvest Ltd. into
Ecogen Inc.
We are looking forward to support Ecogen's future market development through
joint realization of these attractive market opportunities.
Looking forward to hearing for you after your Board meeting today we do remain
with best regard from Geneva.
AGROINVEST LTD
/s/ Peter J. Rohleder
- -------------------------------
Peter J. Rohleder
Director
<PAGE> 18
EXHIBIT D
JOINT STATEMENT AGREEMENT
Each of the undersigned hereby agrees that the Schedule 13D relating to
the Common Stock of Ecogen Inc. to which this agreement is attached as an
exhibit is filed on behalf of such person.
Date: August 11, 1999
Agroinvest Limited
By: /s/ LUCIANA PRICE
-------------------------------
Mrs. Luciana Price
Director
Bioinvest Limited
By: /s/ LUCIANA PRICE
-------------------------------
Mrs. Luciana Price
Director
Farlap Asset Management Limited
By: /s/ LUCIANA PRICE
-------------------------------
Mrs. Luciana Price
Director
/s/ LUCIANA PRICE
----------------------------
Mrs. Luciana Price
