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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 1997
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AGRIBIOTECH, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-19352 85-0325742
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Ident. No.)
2700 Sunset Road, Suite C-25, Las Vegas, Nevada 89120
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(Address of Principal Executive Offices) (Zip Code)
(702) 798-1969
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Registrant's telephone number, including area code
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Item 5. Other Events
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On December 1, 1997, AgriBioTech, Inc., a Nevada corporation
(the "Registrant"), entered into an Agreement and Plan of Reorganization (the
"Merger Agreement") with Lofts Mergerco, Inc., a Nevada corporation and
wholly-owned subsidiary of the Registrant ("Lofts Mergerco"), Lofts Seed, Inc.,
a New Jersey corporation including its wholly-owned subsidiary Sunbelt Seed
("Lofts"), Budd Seed, Inc., a North Carolina corporation ("Budd Seed") (Lofts
and Budd collectively, the "Acquired Companies"), and all the shareholders of
Lofts and Budd Seed ("the Shareholders"), pursuant to which Lofts and Budd Seed
each will merge with and into Lofts Mergerco, unless they have previously merged
with and into each other, in which case the combined entity (and all of their
prior subsidiaries) will merge with and into Lofts Mergerco and become a
wholly-owned subsidiary of the Registrant (the "Merger"). Following the Merger,
Lofts Mergerco will change its name to Lofts Seed, Inc. and continue to exist as
a wholly-owned subsidiary of the Registrant.
The aggregate consideration payable to the Shareholders (the "Merger
Consideration") shall equal approximately $34,000,000, subject to adjustment as
described in the Merger Agreement, and shall be payable in the form of (i)
2,000,000 shares of the Registrant's Common Stock, $.001 par value, valued at
$8.50 per share, and (ii) approximately $17,000,000 in cash.
At the effective time of the Merger (the "Effective Time"), by virtue of
the Merger and without any action on the part of any party to the Merger
Agreement, each share of common stock of Lofts and Budd Seed issued and
outstanding immediately prior to the Effective Time shall be converted into and
shall represent the right to receive the proportion of the Merger Consideration
allocable to it.
Consummation of the transactions contemplated by the Agreement is subject
to the execution of various ancillary agreements and supporting documents,
including, but not limited to employment agreements, non-competition agreements,
lock-up agreements, leases, a management services agreement, as well as other
conditions described in the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired.
None required. To be filed upon closing of the Merger
Agreement.
(b) Pro Forma Financial Information.
None required. To be filed upon closing of the Merger
Agreement.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization by and among
AgribioTech, Inc., Lofts Seed Inc., Budd Seed, Inc., Lofts
Mergerco, Inc. and the shareholders of Lofts Seed Inc. and
Budd Seed, Inc. (Incorporated by reference to the Schedule
13-D dated December 1, 1997 for John D. Budd, Joseph R.
Budd, Kenneth R. Budd, Richard P. Budd, Theodore P. Budd and
Gerald L. Chrisco).
2.2 Omitted Schedules and Exhibits to the Purchase Agreement.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AGRIBIOTECH, INC.
(Registrant)
Date: December 12, 1997 /s/ Henry A. Ingalls
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Henry A. Ingalls,
Vice President
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization by and among AgribioTech,
Inc., Lofts Seed Inc., Budd Seed, Inc., Lofts Mergerco, Inc.
and the shareholders of Lofts Seed Inc. and Budd Seed, Inc.
(Incorporated by reference to the Schedule 13-D dated December
1, 1997 for John D. Budd, Joseph R. Budd, Kenneth R. Budd,
Richard P. Budd, Theodore P. Budd and Gerald L. Chrisco).
2.2 Omitted Schedules and Exhibits to the Purchase Agreement.
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EXHIBIT 2.2
OMITTED SCHEDULES AND EXHIBITS
TO THE AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG AGRIBIOTECH, INC., LOFTS SEED, INC.,
BUDD SEED, INC., LOFTS MERGERCO, INC., AND
THE SHAREHOLDERS OF LOFTS SEED, INC. AND BUDD SEED, INC.
LIST OF SCHEDULES
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Schedule 1.6 Initial Officers of the Surviving Corporation
Schedule 2.2 Allocation of Merger Consideration
Schedule 4.1 Capitalization of Acquired Companies
Schedule 4.2 Capacity; Organization; Standing
Schedule 4.3 Legal Proceedings
Schedule 4.5 Encumbrances
Schedule 4.6 Trademarks
Schedule 4.7 Patents
Schedule 4.8 Financials
Schedule 4.9 Material Changes
Schedule 4.10 Tax matters
Schedule 4.11 Inventory
Schedule 4.12 Real Property
Schedule 4.13 Material Contracts
Schedule 4.14 Accounts Payable
Schedule 4.15 Consents of Parties to Material Contracts
Schedule 4.16 Court Orders and Decrees
Schedule 4.18 Pension, Profit Sharing and Welfare Plans
Schedule 4.19 Insurance
Schedule 4.20 Rights of Third Parties
Schedule 4.21 Powers of Attorney
Schedule 4.22 Collective Bargaining Agreements
Schedule 4.23 Material Claims by Customers
Schedule 4.25 Compensation Plans
Schedule 4.26 Governmental Licenses
Schedule 4.28 Compliance with Laws
Schedule 4.29 Personal Guarantees by Shareholders
Schedule 4.30 Benefits
Schedule 6.5 Indemnification
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LIST OF EXHIBITS
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Exhibit A Lofts Articles of Merger
Exhibit B Budd Articles of Merger
Exhibit 1.5 Certificate of Incorporation and By-laws of Lofts Mergerco, Inc.
Exhibit 2.1 Sample Purchase Model
Exhibit 2.5 Form of Lock-Up Agreement
Exhibit 2.8 Form of Non-Competition Agreement
Exhibit 2.9 Form of Employment and Non-Competition Agreement
Exhibit 9.7 Form of Opinion of Counsel for the Acquired Companies
Exhibit 9.17 Form of Lease
Exhibit 10.5 Form of Opinion of Counsel for ABT and Lofts Mergerco
Exhibit 10.9 Form of Management Services Agreement
Registrant will furnish to the Securities and Exchange Commission a copy
of any Schedule or Exhibit listed above upon request.
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