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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. 3 )*
AGRIBIOTECH, INC.
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(NAME OF ISSUER)
Common Stock, $.001 par value
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(TITLE OF CLASS OF SECURITIES)
008494-10-6
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(CUSIP NUMBER)
John M. Liviakis, 2420 "K" St., Suite 220, Sacramento, CA 95816, (916) 448-6084
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
May 20, 1997
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(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).
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SCHEDULE 13D
CUSIP No. 008494-10-6 PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liviakis Financial Communications, Inc.
68-0311399
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
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7 SOLE VOTING POWER
643,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 643,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
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SCHEDULE 13D
CUSIP No. 008494-10-6 PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. Liviakis
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 643,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
643,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
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SCHEDULE 13D
CUSIP No. 008494-10-6 PAGE 4 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Renee A. Liviakis
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 643,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
643,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
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SCHEDULE 13D
CUSIP No. 008494-10-6 PAGE 5 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert B. Prag
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
330,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 643,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 330,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
643,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
973,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7
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3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amendment No. 3 to Schedule 13D is being filed to reflect open
market purchases of the Common Stock ("Common Stock") of AgriBioTech, Inc. (the
"Corporation") by Robert B. Prag ("RBP") and open market sales of the
Corporation's Common Stock by Liviakis Financial Communications, Inc., a
California corporation ("LFC"), and Renee A. Liviakis ("RAL") since Amendment
No. 2 was filed. On June 5, 1997, RBP purchased 5,000 shares of Common Stock
in open market transactions.
Amendment No. 2 reported the remaining options arising under a
Non-Qualified Stock Option Agreement dated as of January 5, 1996 by and between
the Corporation and LFC (the "LFC Stock Option") to purchase 112,500 shares of
the Corporation's Common Stock, which first became exercisable on June 30,
1997, and the remaining options arising under 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") to purchase 37,500 shares of the Corporation's Common Stock, which
first became exercisable on June 30, 1997. Pursuant to the Stock Options, LFC
and RBP may purchase such shares of Common Stock at $1.81 per share through
January 4, 2001. Pursuant to the Stock Options, LFC and RBP have previously
purchased 200,000 shares of Common Stock and 100,000 shares of Common Stock,
respectively, at $1.81 per share.
LFC has utilized its working capital to exercise the LFC Stock Option
to purchase 200,000 shares of Common Stock through the exercise of the LFC
Stock Option, and to the extent LFC in the future exercises the LFC Stock
Option, it presently intends to utilize its working capital. RBP has utilized
his personal funds to purchase the shares of Common Stock he has purchased both
through the exercise the RBP Stock Option and otherwise, and to the extent RBP
in the future exercises the RBP Stock Option, he presently intends to utilize
his personal funds. RAL has utilized her personal funds to purchase the shares
of Common Stock she purchased.
On September 9, 1996, the Corporation, John M. Liviakis ("JML"), RBP
and LFC entered into an Exchange Agreement (the "Exchange Agreement") dated as
of August 6, 1996 pursuant to which the Corporation issued 562,500 shares of
its Common Stock to LFC and 187,500 shares of its Common Stock to RBP in
consideration of (i) the agreement of LFC (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
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Page 7 of 11
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 (ii) the agreement of RBP (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.
LFC and RBP purchased the 200,000 and 100,000 shares of Common Stock,
respectively, through the exercise of the Stock Options prior to October 31,
1996 and renounced and relinquished their rights arising under the Stock
Options to purchase 1,187,500 and 362,500 shares of Common Stock, 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 further exercise the Stock Options, each
presently intends to acquire and hold the shares of Common Stock so purchased
for investment purposes. LFC held the 530,500 shares of the Corporation's
Common Stock owned by it on June 5, 1997 for investment purposes. RBP held the
292,500 shares of Common Stock owned by him on June 5, 1997 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
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Page 8 of 11
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.
Pursuant to the LFC Stock Option, LFC has the remaining right to
purchase up to 112,500 shares of Common Stock from the Corporation 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 owned by LFC
or acquired by LFC pursuant to the LFC Stock Option or otherwise.
Pursuant to the RBP Stock Option, RBP has the remaining right to
purchase up to 37,500 shares of Common Stock from the Corporation 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 he owns or that he acquires pursuant to the RBP
Stock Option or otherwise. LFC, JML and RAL disclaim any beneficial ownership
of shares of Common Stock owned by RBP or which may be acquired by RBP pursuant
to the RBP Stock Option or otherwise.
The 643,000 shares of Common Stock that LFC owned on or had the right
to acquire within sixty days of June 5, 1997, and as to which JML, RAL and RBP
as officers and directors of LFC had or would have had shared power to direct
the vote or disposition, represented approximately 3.1% of that class of
securities. The 330,000 shares of Common Stock that RBP owned on or had the
right to acquire within sixty days of June 5, 1997, and as to which RBP had or
would have had the sole power to direct the vote or disposition, represented
approximately 1.6% of that class of securities. The 973,000 shares of Common
Stock, owned by RBP or LFC on or which RBP or LFC had the right to acquire
within sixty days of June 5, 1997, and as to which RBP would have either sole
or shared power to direct the vote or disposition, represented approximately
4.7% of that class of securities. In each case, the calculation of the
percentage of the class of Common Stock is based on the information provided by
the Corporation to LFC that, as of June 5, 1997, 20,662,385 shares of Common
Stock were outstanding.
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During the past sixty days, LFC, JML, RAL and RBP have engaged in the
following brokers' transactions in the Corporation's Common Stock on the Nasdaq
National Market System:
A. On May 7, 1997, RAL sold 720 shares at $3.94 per share.
B. On May 7, 1997, LFC sold 2,000 shares at $3.88 per share.
C. On May 7, 1997, LFC sold 12,000 shares at $3.91 per share.
D. On May 7, 1997, LFC sold 4,000 shares at $3.92 per share.
E. On May 8, 1997, LFC sold 4,000 shares at $3.75 per share.
F. On May 8, 1997, LFC sold 12,000 shares at $3.88 per share.
G. On May 9, 1997, LFC sold 4,000 shares at $3.63 per share.
H. On May 9, 1997, LFC sold 8,000 shares at $3.69 per share.
I. On May 9, 1997, LFC sold 4,000 shares at $3.75 per share.
J. On May 12, 1997, LFC sold 4,000 shares at $3.69 per share.
K. On May 12, 1997, LFC sold 4,000 shares at $3.72 per share.
L. On May 12, 1997, LFC sold 16,000 shares at $3.75 per share.
M. On May 12, 1997, LFC sold 8,000 shares at $3.79 per share.
N. On May 12, 1997, LFC sold 8,000 shares at $3.81 per share.
O. On May 13, 1997, LFC sold 16,000 shares at $3.70 per share.
P. On May 13, 1997, LFC sold 24,000 shares at $3.75 per share.
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Q. On May 14, 1997, LFC sold 8,000 shares at $3.63 per share.
R. On May 19, 1997, LFC sold 4,000 shares at $3.94 per share.
S. On May 19, 1997, LFC sold 4,000 shares at $3.97 per share.
T. On May 19, 1997, LFC sold 4,000 shares at $3.98 per share.
U. On May 19, 1997, LFC sold 8,000 shares at $4.00 per share.
V. On May 19, 1997, LFC sold 4,000 shares at $4.06 per share.
W. On May 20, 1997, LFC sold 4,000 shares at $4.00 per share.
X. On May 20, 1997, LFC sold 8,000 shares at $4.09 per share.
Y. On May 20, 1997, LFC sold 20,000 shares at $4.16 per share.
Z. On May 20, 1997, LFC sold 8,000 shares at $4.19 per share.
AA. On May 21, 1997, LFC sold 4,000 shares at $4.63 per share.
BB. On May 22, 1997, LFC sold 16,000 shares at $4.75 per share.
CC. On May 23, 1997, LFC sold 2,000 shares at $4.63 per share.
DD. On May 27, 1997, LFC sold 8,000 shares at $4.63 per share.
EE. On June 5, 1997, RBP purchased 1,000 shares at $5.03 per share.
FF. On June 5, 1997, RBP purchased 4,000 shares at $5.06 per share.
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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:
July 9, 1997 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
but as of
June 5, 1997
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
