SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
ECO SOILS SYSTEMS, INC.
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(Name of Issuer)
Common Stock ($0.005 par value)
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(Title of Class of Securities)
278858105
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(CUSIP Number)
Ronald N. Graves, Esq.
J.R. Simplot Company
999 Main Street
Boise, Idaho 83702
Telephone: (208) 336-2110
------------------------------------
(Names, addresses and telephone numbers of persons
authorized to receive notices and communications)
June 9, 2000
----------------------
(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 which is the subject of this Schedule
13D, and is filing this statement because of Rule 13d-1(e), 13d-
1(f) or 13d-1(g), check the following box: [ ]
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1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
J.R. Simplot Company
IRS ID No.: 82-019661
2) Check the Appropriate Box if a Member of a Group
(a) Not Applicable
(b) Not Applicable
3) SEC Use Only
4) Source of Funds
OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant
to Items 2(d) or 2(e)
Not Applicable
6) Citizenship or Place of Organization
US
Number of 7) Sole Voting Power 1,715,650
Shares
Beneficially 8) Shared Voting Power 0
Owned
by Each 9) Sole Dispositive Power 0
Reporting
Person With: 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
1,715,650 shares
12) Check if the Aggregate Amount in Row (11) Excludes
Certain
Shares
Not Applicable
13) Percent of Class Represented by Amount in Row (11)
9.23%
14) Type of Reporting Person
CO
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ITEM 1. SECURITY AND ISSUER
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The class of securities to which this Statement relates
is the common stock, par value $0.005 per share (the "Stock"), of
Eco Soil Systems, Inc. (the "Issuer"), whose address is 10740
Thornmint Road, San Diego, California 92127.
ITEM 2. IDENTITY AND BACKGROUND
---------------------------------
(a through f) This statement is being filed on behalf of
the J.R. Simplot Company, a Nevada corporation (the "Company"),
whose address is 999 Main Street, Boise, Idaho 83702.
The Company has not during the past five years been
convicted in any criminal proceeding, excluding traffic violations
or similar misdemeanors, and has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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
-----------------------------------------------------------
The Company acquired sole voting control of the shares of
Stock reported in Item 5 pursuant to the terms of a Shareholder
Voting Agreement, dated as of June 9, 2000 (the "Voting
Agreement"), between the Company and certain key shareholders of
the Issuer (the "Shareholders"). The Voting Agreement was entered
into in connection with an asset purchase agreement between the
Company and the Issuer (as amended, the "Purchase Agreement"),
relating to the acquisition by the Company of substantially all of
the assets of Turf Partners, Inc. ("Turf Partners"), a wholly-owned
subsidiary of the Issuer (the "Asset Sale"). Pursuant to the
Voting Agreement, the Shareholders have agreed to vote their shares
of Issuer Stock in favor of the Asset Sale at a special meeting of
shareholders called to approve the Asset Sale and, in connection
therewith, have appointed the Company as their proxy and attorney-
in-fact to vote their shares of Issuer Stock for approval of the
Asset Sale at the special meeting. The Voting Agreement will
terminate upon closing or of the Asset Sale or termination of the
Purchase Agreement. The Voting Agreement confers upon the Company
the sole voting power with respect to the shares of Stock owned by
the Shareholders, but does not confer any other rights of
beneficial ownership on the Company.
ITEM 4. PURPOSE OF TRANSACTION
--------------------------------
The purpose of the transaction is to ensure that the
shareholders of the Issuer approve the Asset Sale at the special
meeting. To that end, the Company acquired sole voting control of
the shares of Stock reported in Item 5 pursuant to the terms of the
Voting Agreement.
(a - b) Not Applicable.
(c) The Purchase Agreement provides that the
Company will acquire substantially all of the assets of Turf
Partners, a wholly-owned subsidiary of the Issuer, for a
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purchase price of $23,000,000, plus the assumption of certain Turf
Partner liabilities, net of certain expenses incurred by the Issuer
in connection with the transaction.
(d - j) Not Applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
----------------------------------------------
(a - b) As of June 9, 2000, the Company has the sole
power to vote 1,715,650 shares of Issuer Stock in connection with
approval of the Asset Sale at a special meeting of shareholders of
the Issuer. This voting control will terminate upon consummation
of the Asset Sale or termination of the Purchase Agreement.
Based upon information contained in the Quarterly Report
on Form 10-Q of the Issuer filed with the Securities and Exchange
Commission for the quarter ended March 31, 2000 (the "10-Q"), the
shares owned constitute approximately 9.23% of the 18,597,299
shares of Stock outstanding, as reported in the 10-Q.
(c - e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
--------------------------------------------------------
The Company acquired sole voting control of the shares of
Stock reported in Item 5 pursuant to the terms of the Voting
Agreement, between the Company and Max D. Gelwix, Bart Osborn,
William B. Adams and Rugged Rugger, Inc. (the "Shareholders"). The
Voting Agreement was entered into in connection with the Purchase
Agreement between the Company and the Issuer, relating to the
acquisition by the Company of substantially all of the assets of
Turf Partners, a wholly-owned subsidiary of the Issuer. Pursuant
to the Voting Agreement, the Shareholders have agreed to vote their
shares of Issuer Common Stock in favor of the Asset Sale at a
special meeting of shareholders called to approve the Asset Sale
and, in connection therewith, have appointed the Company as their
proxy and attorney-in-fact to vote their shares for approval of the
Asset Sale at the special meeting. The Voting Agreement will
terminate upon closing or termination of the Asset Sale. The
Voting Agreement confers upon the Company the sole voting power
with respect to the shares of Stock owned by the Shareholders, but
does not include any other rights of ownership on the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
------------------------------------------
Shareholder Voting Agreement dated as of June 9, 2000, is
attached as Exhibit A.
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After reasonable inquiry and to the best of my knowledge
and belief, I certify the information set forth in this statement
is true, complete and correct.
J. R. Simplot Company
By //s// Ronald N. Graves
-----------------------------------
Ronald N. Graves, Vice President and
Secretary
Date: June 21, 2000
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Exhibit A
SHAREHOLDER VOTING AGREEMENT
See attached.
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SHAREHOLDER VOTING AGREEMENT
--------------------------------
THIS SHAREHOLDER VOTING AGREEMENT (this "Agreement") is
made and entered into as of June 9, 2000, by and between J.R.
Simplot Company, a Nevada corporation ("Simplot"), and the
undersigned ("Shareholder").
WHEREAS, Shareholder desires that Simplot, Eco Soil
Systems, Inc., a Nebraska corporation ("Eco Soil"), and Turf
Partners, Inc., a Delaware corporation and wholly owned subsidiary
of Eco Soil ("Turf Partners"), enter into a First Amendment to
Amended and Restated Asset Purchase Agreement dated as of the date
hereof (the "Amendment"), which reflects various amendments to the
Amended and Restated Asset Purchase Agreement dated as of April 5,
2000 among Eco Soil, Turf Partners and Simplot (as amended, the
"Purchase Agreement"), pursuant to which Turf Partners will sell
substantially all of its assets to Simplot (the "Asset Sale");
WHEREAS, Shareholder is executing this Agreement as an
inducement to Simplot to enter into and execute, the Amendment.
NOW, THEREFORE, in consideration of the execution and
delivery by Simplot of the Amendment and the mutual covenants,
conditions and agreements contained herein and therein, the parties
agree as follows:
1. Voting Agreement. Shareholder hereby covenants to
Simplot that, at any meeting of shareholders of Eco Soil called to
vote upon the Asset Sale and the Purchase Agreement or at any
adjournment thereof or in any other circumstances upon which a vote
with respect to the Asset Sale and the Purchase Agreement is sought
(the "Shareholders' Meeting"), Shareholder shall appear, or cause
the holder of record on any applicable record date (the "Record
Holder") to appear, for the purpose of obtaining a quorum at the
Shareholders' Meeting, and vote (or cause the Record Holder to
vote) the number of shares of common stock, $.005 par value per
share, of Eco Soil ("Common Stock") beneficially owned by the
Shareholder as of the record date (the "Shares") in favor of the
Asset Sale, the approval and adoption of the Purchase Agreement,
and the approval of the terms thereof and each of the other
transactions contemplated by the Purchase Agreement. For purposes
of this Agreement, the term "Shares" shall not include shares of
Common Stock issuable upon exercise of options or warrants that
have not been exercised prior to the record date for the
Shareholders' Meeting.
2. Grant of Irrevocable Proxy; Appointment of Proxy.
Shareholder hereby irrevocably appoints and constitutes Simplot as
Shareholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of Shareholder,
to vote the Shares at the Shareholders' Meeting in favor of the
Asset Sale, the execution and delivery of the Purchase Agreement
and approval of the terms thereof and each of the other
transactions contemplated by the Purchase Agreement. Shareholder
hereby affirms that the irrevocable proxy set forth in this Section
2 is given in connection with the execution of the Purchase
Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of Shareholder
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under this Agreement. Shareholder hereby further affirms that the
irrevocable proxy is coupled with an interest and may under no
circumstances be revoked.
3. Representations and Warranties. Shareholder
represents and warrants to Simplot as follows:
(a) Shareholder is competent to execute and deliver
this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement
has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, Shareholder,
enforceable in accordance with its terms.
(b) Neither the execution and delivery of this
Agreement nor the consummation by Shareholder of the transactions
contemplated hereby will result in a violation of, or a default
under, or conflict with, any contract, trust, commitment,
agreement, understanding, arrangement or restriction of any kind to
which Shareholder is a party or bound or to which the Shares are
subject.
(c) The Shares and the certificates representing
such Shares are now, and at all times during the term hereof will
be, held by Shareholder, or by a nominee or custodian for the
benefit of such Shareholder, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising
hereunder.
(d) Shareholder understands and acknowledges that
Simplot is entering into the Amendment in reliance upon
Shareholder's execution and delivery of this Agreement.
Shareholder acknowledges that the irrevocable proxy set forth in
Section 2 is granted in consideration for Simplot's execution and
delivery of the Amendment.
4. Covenants. Shareholder hereby agrees that he will
not (i) transfer (which term shall include, without limitation, for
the purposes of this Agreement, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all of the
Shares or any interest therein; (ii) enter into any contract,
option or other agreement or understanding with respect to any
transfer of any or all of such Shares or any interest therein,
(iii) grant any proxy, power of attorney or other authorization in
or with respect to such Shares, except for this Agreement, or
(iv) deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares; provided,
that Shareholder may transfer (as defined above) any of the Shares
to any other person who is on the date hereof, or to any family
member of a person or charitable institution which prior to the
Shareholders' Meeting and prior to such transfer becomes, a party
to this Agreement bound by all the obligations of Shareholder
hereunder.
5. Certain Events. Shareholder agrees that this
Agreement and the obligations hereunder shall attach to the Shares
and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall pass, whether by
operation of law or otherwise, including without limitation
Shareholder's successors or assigns. Shareholder agrees that, in
the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital
structure of Eco Soil affecting the Common Stock, or the
acquisition
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of additional shares of Common Stock or other voting securities of
Eco Soil by Shareholder, the number of Shares subject to the terms
of this Agreement shall be adjusted appropriately and this
Agreement and the obligations hereunder shall apply to any
additional shares of Common Stock or other voting securities of Eco
Soil issued to or acquired by Shareholder.
6. Further Assurances. Shareholder shall, upon request
and expense of Simplot, execute and deliver any additional
documents and take such further actions as may reasonably be deemed
by Simplot to be necessary or desirable to carry out the provisions
hereof and to vest the power to vote the Shares as contemplated by
Section 2 in Simplot; provided that nothing herein shall obligate
Shareholder to exercise any options or warrants held by him prior
to the record date for the Shareholders' Meeting.
7. Termination. This Agreement, and all rights and
obligations of the parties hereunder, shall terminate upon the
first to occur of (i) the Closing Date of the Asset Sale or
(ii) the date upon which the Purchase Agreement is terminated in
accordance with its terms. Upon such termination, no party shall
have any further obligations or liabilities hereunder, provided
that no such termination shall relieve any party from liability for
any breach of this Agreement prior to such termination.
8. Miscellaneous.
(a) All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and
shall be deemed given if delivered personally or sent by overnight
courier (providing proof of delivery) to the parties at the
following addresses (or at such other address for a party as shall
be specified by like notice): (i) if to Simplot, to the address
provided in the Purchase Agreement; and (ii) if to Shareholder; to
its address shown below its signature on the last page hereof.
(b) The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
(c) This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same
agreement.
(d) This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement,
and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject
matter hereof.
(e) This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof.
(f) Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of law or otherwise, by any of the
parties without the prior written consent of the other parties.
Any assignment in violation of the foregoing shall be void.
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(g) If any term, provision, covenant or restriction
herein, or the application thereof to any circumstance, shall, to
any extent, be held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions herein and the application
thereof to any other circumstances, shall remain in full force and
effect, shall not in any way be affected, impaired or invalidated,
and shall be enforced to the fullest extent permitted by law.
(h) Nothing contained in this Agreement shall be
deemed to vest in Simplot any direct or indirect ownership or
incidence of ownership of or with respect to any of the Shares.
All rights, ownership and economic benefits of and relating to the
Shares shall remain and belong to Shareholder, and Simplot shall
not have any authority to manage, direct, superintend, restrict,
regulate, govern, or administer any of the policies or operations
of Eco Soil or exercise any power or authority to direct
Shareholder in the voting of any of the Shares, except as otherwise
provided herein, or the performance of Shareholder's duties or
responsibilities as a shareholder of Eco Soil.
(k) No amendment, modification or waiver in respect
of this Agreement shall be effective against any party unless it
shall be in writing and signed by such party.
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IN WITNESS WHEREOF, the undersigned parties have executed
and delivered this Shareholder Voting Agreement as of the day and
year first above written.
J.R. SIMPLOT COMPANY
By //s// Ray Sasso
-----------------------------------
Ray Sasso, Sr. V.P.
SHAREHOLDER:
By //s// Max D. Gelwix
-----------------------------------
Name: Max D. Gelwix
Address: 15751 El Camino Entrada
Poway, CA 92064
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IN WITNESS WHEREOF, the undersigned parties have executed
and delivered this Shareholder Voting Agreement as of the day and
year first above written.
J.R. SIMPLOT COMPANY
By //s// Ray Sasso
-----------------------------------
Ray Sasso, Sr. V.P.
SHAREHOLDER:
By //s// Bart Osborn
-----------------------------------
Name: Bart Osborn
Address: 360 Orone Orchard Road
Wayzata, MN 55391
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IN WITNESS WHEREOF, the undersigned parties have executed
and delivered this Shareholder Voting Agreement as of the day and
year first above written.
J.R. SIMPLOT COMPANY
By //s// Ray Sasso
-----------------------------------
Ray Sasso, Sr. V.P.
SHAREHOLDER:
By //s// William B. Adams
-----------------------------------
Name: William B. Adams
Address: 731 Austin Ave.
Coronada, CA 92119
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IN WITNESS WHEREOF, the undersigned parties have executed
and delivered this Shareholder Voting Agreement as of the day and
year first above written.
J.R. SIMPLOT COMPANY
By //s// Ray Sasso
-----------------------------------
Ray Sasso, Sr. V.P.
SHAREHOLDER:
By //s// William S. Potter
-----------------------------------
Name: William S. Potter
for Rugged Rigger, Inc.
Address: P.O. Box 8173e
Rancho Santa Fe, CA 92067
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