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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
-----
AgriBioTech, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
-------------------------------------------------------------
(Title of Class of Securities)
008494-10-6
-----------------------------------------
(CUSIP Number)
John M. Liviakis, 2118 "P" St., Suite C, Sacramento, CA 95816, (916) 448-6084
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 9, 1996
-----------------------------------------
(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 008494-10-6 PAGE OF PAGES
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liviakis Financial Communications, Inc.
68-0311399
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
2 (b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of California
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 762,500
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 762,500
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
762,500
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 008494-10-6 PAGE OF PAGES
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. Liviakis
###-##-####
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
2 (b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
762,500
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
762,500
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
762,500
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 008494-10-6 PAGE OF PAGES
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Renee A. Liviakis
###-##-####
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
2 (b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
762,500
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
762,500
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
762,500
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 008383-10-6 PAGE OF PAGES
- ----------------------- ---------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert B. Prag
###-##-####
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
2 (b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, 00
- --------------------------------------------------------------------------------
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 298,100
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
762,500
OWNED BY
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 298,100
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
762,500
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,060,600
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Schedule 13D was originally filed to report, among other securities,
1,125,000 shares of the Corporation's Common Stock which LFC was first able to
acquire on July 5, 1996 pursuant to a Non-Qualified Stock Option Agreement dated
as of January 5, 1996 by and between the Corporation and LFC (the "LFC Stock
Option"), and 375,000 shares of the Corporation's Common Stock which RBP was
first able to acquire on July 5, 1996 pursuant to a Non-Qualified Stock Option
Agreement dated as of January 5, 1996 by and between the Corporation and RBP
(the "RBP Stock Option" and collectively with the LFC Stock Option, the "Stock
Options"). The Stock Options also permitted LFC to acquire an additional
375,000 shares of Common Stock and RBP to acquire an additional 125,000 shares
of Common Stock commencing July 5, 1997. Pursuant to the Stock Options, LFC and
RBP could have purchase shares of Common Stock at $1.81 per share through
January 4, 2001.
On September 9, 1996, the Corporation, JML, RBP and LFC entered into an
Exchange Agreement (the "Exchange Agreement") dated as of August 6, 1996
pursuant to which (i) the Corporation agreed to issue 562,500 shares of its
Common Stock to LFC and 187,500 shares of its Common Stock to RBP; (ii) LFC
agreed (a) to assign options arising under the LFC Stock Option to purchase
1,187,500 shares of the Corporation's Common Stock to persons designated by the
Corporation, (b) either to exercise options arising under the LFC Stock Option
to purchase 200,000 shares of the Corporation's Common Stock on or before
October 31, 1996 or to assign such options to persons designated by the
Corporation, and (c) to refrain from exercising the balance of the options
arising under the LFC Stock Option to purchase 112,500 shares of the
Corporation's Common Stock until June 30, 1997; and (iii) RBP agreed (a) to
assign options arising under the RBP Stock Option to purchase 362,500 shares of
the Corporation's Common Stock to persons designated by the Corporation, (b)
either to exercise options arising under the RBP Stock Option to purchase
100,000 shares of the Corporation's Common Stock on or before October 31, 1996
or to assign such options to persons designated by the Corporation, and (c) to
refrain from exercising the balance of the options arising under the LFC Stock
Option to purchase 37,500 shares of the Corporation's Common Stock until June
30, 1997.
On September 23, 1996, pursuant to the Exchange Agreement (i) the
Corporation issued and delivered certificates representing 562,500 shares of its
Common Stock to LFC and 187,500 shares of its Common Stock to RBP; (ii) LFC
renounced and relinquished its rights arising under the LFC Stock Option to
purchase 1,187,500 shares of the Corporation's Common Stock; and (iii) RBP
renounced and relinquished his rights arising under the RBP Stock Option to
purchase 362,500 shares of the Corporation's Common Stock.
<PAGE>
To the extent LFC exercises the LFC Stock Option, it presently intends to
utilize its working capital. To the extent RBP exercises the RBP Stock Option,
he presently intends to utilize his personal funds. Copies of the Exchange
Agreement, a letter from LFC to the Corporation dated September 23, 1996, and a
letter from RBP to the Corporation dated September 23, 1996 are attached hereto
as Exhibits "10.5", "10.6" and "10.7", respectively.
4. PURPOSE OF TRANSACTION.
The Option Agreements were entered into pursuant to a Consulting Agreement
effective as of January 5, 1996 by and between the Corporation and LFC (the
"Consulting Agreement"), in consideration for consulting services to be
performed by LFC for the Corporation. The Exchange Agreement was entered into
following discussions and negotiations initiated by the Corporation to modify
the economic and other terms of the Corporation's consulting relationship with
LFC.
To the extent LFC and RBP exercise the Stock Options, each presently
intends to acquire and hold the shares of Common Stock so purchased for
investment purposes. LFC holds the 562,500 shares of the Corporation's Common
Stock presently owned by it for investment purposes. RBP holds the 198,100
shares of Common Stock presently owned by him for investment purposes. LFC,
JML, RAL and RBP may also acquire additional shares of Common Stock for
investment purposes from time to time, although they do not have any present
plans to do so.
LFC, JML, RAL and RBP have no plans or proposals which relate to or would
result in: any extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Corporation or any subsidiary of the
Corporation; the sale or transfer of a material amount of assets of the
Corporation or any of its subsidiaries; any change in the Corporation's present
Board of Directors or management; any material change in the present
capitalization or dividend policy of the Corporation; any material change in the
Corporation's business or corporate structure; any changes in the Corporation's
charter, bylaws, or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Corporation by any person; a class of
securities of the Corporation being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; a class of equity securities of
the Corporation becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any
similar action.
5. INTEREST IN SECURITIES OF THE ISSUER.
<PAGE>
Pursuant to the LFC Stock Option, LFC has the remaining right to purchase
up to 200,000 shares of Common Stock from the Corporation through October 31,
1996 at an exercise price of $1.81 per share of Common Stock and the right to
purchase up to an additional 112,500 shares of Common Stock from the Corporation
from June 30, 1997 through January 4, 2001 at an exercise price of $1.81 per
share of Common Stock. As the directors of LFC, JML, RAL and RBP share the
power to direct the vote or disposition of any shares of the Common Stock of the
Corporation acquired by LFC pursuant to the LFC Stock Option or otherwise, as
well as the 562,500 shares of the Corporation's Common Stock presently owned by
LFC.
Pursuant to the RBP Stock Option, RBP has the right to purchase up to
100,000 shares of Common Stock from the Corporation through October 31, 1996 at
an exercise price of $1.81 per share of Common Stock and the right to purchase
up to an additional 37,500 shares of Common Stock from the Corporation from June
30, 1997 through January 4, 2001 at an exercise price of $1.81 per share of
Common Stock. RBP has the sole power to direct the vote or disposition of any
shares of the Common Stock of the Corporation acquired by RBP pursuant to the
RBP Stock Option or otherwise, as well as the 198,100 shares of Common Stock
presently owned by RBP. LFC, JML and RAL disclaim any beneficial ownership of
shares of Common Stock presently owned by RBP or which may be acquired by RBP
pursuant to the RBP Stock Option.
The 762,500 shares of Common Stock that LFC presently owns or has the right
to acquire within sixty days of the date hereof, and as to which JML, RAL and
RBP as officers and directors of LFC would have shared power to direct the vote
or disposition, represents approximately 7.0% of that class of securities. The
298,100 shares of Common Stock that RBP presently owns or has the right to
acquire within sixty days of the date hereof, and as to which RBP has or would
have the sole power to direct the vote or disposition, represents approximately
2.7% of that class of securities. The 1,060,600 shares of Common Stock which
RBP presently owns or as to which, if acquired through exercise of the Stock
Options, RBP would have either sole or shared power to direct the vote or
disposition represent approximately 9.6% of that class of securities. In each
case, the calculation of the percentage of the class of Common Stock is based on
the Corporation's advice to LFC that, as of the most recent practicable date,
10,761,303 shares of Common Stock were outstanding.
During the past sixty days, LFC, JML, RAL and RBP have not engaged in any
transactions in the Corporation's Common Stock, except as reported above and
except for the following sales of the Corporation's Common Stock by RBP in
brokers' transactions on the Nasdaq SmallCap Market:
<PAGE>
A. On August 1, 1996, 200 shares were sold at $4.0625 per share.
B. On August 16, 1996, 5,000 shares were sold at $2.875 per share.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Corporation entered into the Stock Options with LFC and RBP in
consideration for consulting services to be performed by LFC pursuant to the
Consulting Agreement from January 5, 1996 through July 4, 1997. In the Option
Agreements, the Corporation grants to LFC and RBP certain rights to have shares
of Common Stock purchased pursuant to the Stock Option Agreements registered
under the Securities Act of 1933, as amended. Certain provisions of the Stock
Options and Consulting Agreement, including provisions in the Stock Options
relating to registration rights, have been modified by the terms of the Exchange
Agreement.
Except for the Consulting Agreement, the Stock Options and the Exchange
Agreement, there are no contracts, arrangements, understandings or relationships
between the persons named in Item 2 above and any person with respect to any
securities of the Corporation.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1 - Non-Qualified Stock Option Agreement dated as of January 5,
1996 by and between the Corporation and LFC.
Exhibit 10.2 - Non-Qualified Stock Option Agreement dated as of January 5,
1996 by and between the Corporation and RBP.
Exhibit 10.3 - Consulting Agreement, dated effective as of January 5, 1996,
by and between the Corporation and LFC.
Exhibit 10.4 - Agreement of LFC, JML, RAL and RBP pursuant to Rule 13d-
1(f).
Exhibit 10.5 - Exchange Agreement dated as of August 6, 1996 by and among
the Corporation, JML, RBP and LFC.
Exhibit 10.6 - Letter dated September 23, 1996 from LFC to the Corporation.
Exhibit 10.7 - Letter dated September 23, 1996 from RBP to the Corporation.
<PAGE>
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.
Dated:
September 30, 1996 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
-------------------------------
John M. Liviakis, President
/s/ John M. Liviakis
-----------------------------------
John M. Liviakis
/s/ Renee A. Liviakis
-----------------------------------
Renee A. Liviakis
/s/ Robert B. Prag
-----------------------------------
Robert B. Prag
<PAGE>
EXHIBIT "10.5"
--------------
EXCHANGE AGREEMENT
AGREEMENT, dated as of August 6, 1996 among AgriBioTech, Inc. (the
"Grantor"), John M. Liviakis ("Liviakis"), Robert B. Prag ("Prag") and Liviakis
Financial Communications, Inc. ("LFC"), a California corporation (together, the
"Grantees"), reflecting negotiations and agreements reached among the parties
over the past two months.
W I T N E S S E T H:
WHEREAS, the Grantor has granted options (the "Options") to the Grantees to
purchase up to an aggregate of 2,000,000 shares of the Grantor's common stock,
$.001 par value per share (the "Common Stock"); and
WHEREAS, the Grantees desire to transfer 1,550,000 of the Options and
exercise 300,000 of the options on or before October 31, 1996, (or transfer said
300,000 options), in exchange for an aggregate of 750,000 shares of Common
Stock.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. EXERCISE AND ASSIGNMENT. The Grantees agree to exercise options
early and/or assign Options as follows, and the Grantor hereby accepts and
consents to such exercise, exchange and assignment notwithstanding any
restrictions in the Options:
a) LFC shall assign options to purchase 1,187,500 shares of common stock to
third parties designated by management of Grantor, without consideration
to LFC.
b) LFC shall retain options to purchase 200,000 shares of common stock,
provided LFC exercises said options on or before October 31, 1996. If not
exercised by said date, LFC shall assign said options to third parties
designated by management of Grantor, without consideration to LFC.
c) LFC shall retain options to purchase 112,500 shares of common stock. Said
options shall not be eligible for exercise, i.e., conversion to common
stock until June 30, 1997.
d) Prag shall assign options to purchase 362,500 shares of common stock to
third parties designated by management of Grantor, without consideration
to Prag.
e) Prag shall retain options to purchase 100,000 shares of common stock,
provided Prag exercises said options on or before October 31, 1996. If not
exercised by said date, Prag shall assign said options to third parties
designated by management of Grantor, without consideration to Prag.
f) Prag shall retain options to purchase 37,500 shares of common stock. Said
options shall not be eligible for exercise, i.e., conversion to common
stock until June 30, 1997.
<PAGE>
SECTION 2. ISSUANCE. The Grantor shall issue an aggregate of 750,000 shares
of Common Stock as follows: (i) 562,500 shares to LFC; and (ii) 187,500 shares
to Prag.
SECTION 3. REGISTRATION RIGHTS. Grantor agrees to include all shares issued
per this Agreement and the shares to be issued upon the exercise of options
referenced herein in a registration to be filed on or before October 15, 1996.
The "Registration Rights" provisions of the Option Agreements under which the
Optionee's options to purchase an aggregate of 2,000,000 shares of Company
common stock are issued shall remain in full force and effect and shall apply
with respect to the 750,000 shares referred to in Section 1 above, any shares
acquired through the exercise by the Optionees of any of the 2,000,000 options
not assigned to others under terms and conditions contained herein, and any
other restricted shares of Company common stock that the Optionees acquire
during the period that the registration rights provisions are operative on the
same basis as if all such shares were acquired through the exercise of options
granted under said Option Agreements.
SECTION 4. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada applied to contracts made and
to be performed wholly within such State.
SECTION 5. MISCELLANEOUS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. No amendment,
modification or waiver of this Agreement shall be effective unless signed by the
parties hereto. This Agreement sets forth the entire agreement of the Assignor,
the Assignee and the Obligee with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized representatives as of the date first
above written.
AGRIBIOTECH, INC.
By: /s/ Johnny R. Thomas
----------------------------
Johnny R. Thomas, President
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis 9-9-96
---------------------------
John M. Liviakis, President
/s/ Robert B. Prag 9-9-96
---------------------------
Robert B. Prag
/s/ John M. Liviakis 9-9-96
---------------------------
John M. Liviakis
<PAGE>
EXHIBIT "10.6"
--------------
September 23, 1996
AgriBioTech, Inc.
2700 Sunset Road - Suite C-25
Las Vegas, Nevada 89120
Gentlemen:
The purpose of this letter is to confirm fulfillment of the obligation of
the undersigned, Liviakis Financial Communications, Inc. ("LFC"), pursuant to
Section 1 a) of that certain Exchange Agreement (the "Exchange Agreement") dated
September 9, 1996 by and among AgriBioTech, Inc. (the "Company"), John M.
Liviakis, Robert B. Prag and LFC.
In compliance with the Company's instructions pursuant to said Section 1 a)
of the Exchange Agreement, LFC hereby confirms its renunciation and
relinquishment of those rights held by LFC under that certain Non-Qualified
Stock Option Agreement dated January 5, 1996 by and between the Company and LFC
(the "Stock Option Agreement") (i) to purchase 812,500 shares of the Company's
Common Stock through the exercise of stock options granted in the Stock Option
Agreement which first became exercisable on July 5, 1996 and (ii) to purchase
375,000 shares of the Company's Common Stock through the exercise of stock
options granted in the Stock Option Agreement which shall first become
exercisable on July 5, 1997.
As contemplated by Sections 1 b) and 1 c) of the Exchange Agreement, LFC
retains the right under the Stock Option Agreement to purchase up to 312,500
shares of the Company's Common Stock through the exercise of stock options which
first became exercisable on July 5, 1996 and confirms its agreement not to
exercise options to purchase 112,500 of such shares prior to June 30, 1997.
Very truly yours,
Liviakis Financial Communications, Inc.
By /s/ John M. Liviakis
------------------------------------
<PAGE>
EXHIBIT "10.7"
--------------
September 23, 1996
AgriBioTech, Inc.
2700 Sunset Road - Suite C-25
Las Vegas, Nevada 89120
Gentlemen:
The purpose of this letter is to confirm fulfillment of the obligation of
the undersigned, Robert B. Prag ("RBP"), pursuant to Section 1 d) of that
certain Exchange Agreement (the "Exchange Agreement") dated September 9, 1996 by
and among AgriBioTech, Inc. (the "Company"), John M. Liviakis, RBP and Liviakis
Financial Communications, Inc.
In compliance with the Company's instructions pursuant to said Section 1 d)
of the Exchange Agreement, RPB hereby confirms his renunciation and
relinquishment of those rights held by RBP under that certain Non-Qualified
Stock Option Agreement dated January 5, 1996 by and between the Company and RBP
(the "Stock Option Agreement") (i) to purchase 237,500 shares of the Company's
Common Stock through the exercise of stock options granted in the Stock Option
Agreement which first became exercisable on July 5, 1996 and (ii) to purchase
125,000 shares of the Company's Common Stock through the exercise of stock
options granted in the Stock Option Agreement which shall first become
exercisable on July 5, 1997.
As contemplated by Sections 1 e) and 1 f) of the Exchange Agreement, RBP
retains the right under the Stock Option Agreement to purchase up to 137,500
shares of the Company's Common Stock through the exercise of stock options which
first became exercisable on July 5, 1996 and confirms his agreement not to
exercise options to purchase 37,500 of such shares prior to June 30, 1997.
Very truly yours,
/s/ Robert B. Prag
-------------------
Robert B. Prag
