AGRIBIOTECH INC
10-C, 1996-07-05
MISCELLANEOUS NONDURABLE GOODS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                   FORM 10-C


          REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER
           QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                              OR 15d-17 THEREUNDER


                               AgriBioTech, Inc.
                            -----------------------
                 (Exact name of issuer as specified in charter)

            2700 Sunset Road, Suite C-25, Las Vegas, Nevada   89120
            -------------------------------------------------------
                    (Address of principal executive offices)

        Issuer's telephone number, including area code:  (702) 798-1969



     I. CHANGE IN NUMBER OF OUTSTANDING SHARES

     Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

1.  Title of security: Common Stock, $.001 par value

2.  Number of shares outstanding before the change:  7,988,204

3.  Number of shares outstanding after the change:  8,583,071

4.  Effective date of change:  June 28, 1996

5.  Method of change:  Issuer issued shares of Common Stock.  See Exhibit A.

     Brief description of transaction:  Issuer issued shares of Common Stock in
the transactions listed on Exhibit A attached hereto.


     II. CHANGE IN NAME OF ISSUER

1.  Name prior to change:  Not Applicable

2.  Name after change:  Not Applicable

3.  Effective date of charter amendment changing name:  Not Applicable

4.  Date of shareholder approval of change, if required:  Not Applicable


Date:  July 3, 1996

                                              /s/ Henry A. Ingalls
                                          -------------------------------
                                          Name:  Henry A. Ingalls
                                          Title:  Chief Financial Officer

<PAGE>
 
EXHIBIT A

                            ATTACHMENT TO FORM 10-C
                              DATED JULY 3, 1996


     The Issuer issued the following shares of its common stock in the following
transactions:

(i)  An aggregate of 155,553 shares were issued between June 10, 1996 and June
28, 1996 upon conversion of preferred stock of the Issuer.  An additional 39,314
shares were issued to date upon conversion of preferred stock; and 

(ii) An aggregate of 400,000 shares were issued on June 28, 1996 upon exercise 
of options and warrants of the Issuer.



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