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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. 2)*
AGRIBIOTECH, INC.
- --------------------------------------------------------------------------------
(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 1, 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 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
NUMBER OF
SHARES 875,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
875,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
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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)
4.6%
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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.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 008494-10-6 PAGE 3 OF 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
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 875,000
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
875,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
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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)
4.6%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 008494-10-6 PAGE 4 OF 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
NUMBER OF
SHARES 720
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 875,000
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
720
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
875,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,720
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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)
4.6%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 008484-10-6 PAGE 5 OF 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, 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
NUMBER OF
SHARES 325,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 875,000
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
325,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
875,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
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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)
6.2%
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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.
<PAGE> 6
2. IDENTITY AND BACKGROUND.
This statement is filed by Liviakis Financial Communications, Inc., a
California corporation ("LFC"), John M. Liviakis ("JML"), Renee A. Liviakis
("RAL") and Robert B. Prag ("RBP"). LFC's principal business is as a consultant
in the areas of investor communications, financial and investor public relations
and corporate finance. LFC's principal business and office address is 2420 "K"
Street, Suite 220, Sacramento, California 95816.
LFC's President is JML, its Senior Vice President is RBP, and its
Treasurer, Chief Financial Officer and Secretary is RAL. JML, RAL and RBP are
the only executive officers of LFC. The activities associated with these
positions constitute the principal occupation and employment of JML, RBP and
RAL. JML, RBP and RAL are LFC's only directors, and JML and RAL are its sole
stockholders. JML, RBP and RAL are citizens of the United States, and their
business address is LFC's principal business address listed above.
During the last five years, none of LFC, JML, RBP and RAL has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and during such period none of them has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, the
result of which was to subject such person 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.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amendment No. 2 to Schedule 13D is being filed in recognition of
the fact that 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 first becomes 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 first becomes 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. In addition, since Amendment
No. 1 was filed, RAL purchased 720 shares of Common Stock.
<PAGE> 7
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 720 shares of Common
Stock.
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 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 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.
<PAGE> 8
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 holds the 762,500 shares of the Corporation's
Common Stock presently owned by it for investment purposes. RBP holds the
287,500 shares of Common Stock presently owned by him for investment purposes.
RAL holds for investment purposes the 720 shares of Common Stock that she
presents owns. 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.
Pursuant to the LFC Stock Option, LFC has the remaining right to
purchase up to 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
762,500 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
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 287,500 shares of Common Stock presently owned by RBP.
LFC, JML and RAL disclaim any
<PAGE> 9
beneficial ownership of shares of Common Stock presently owned by RBP or which
may be acquired by RBP pursuant to the RBP Stock Option.
RAL has the sole power to direct the vote or disposition of the 720
shares of Common Stock presently owned by RAL. LFC and RBP disclaim any
beneficial ownership of shares of Common Stock presently owned by RAL.
The 875,000 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 4.6% of that class of securities.
The 325,000 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
1.7% of that class of securities. The 1,200,000 shares of Common Stock,
presently owned by RBP or LFC or which RBP or LFC has the right to acquire
within sixty days of the date hereof, and as to which RBP would have either sole
or shared power to direct the vote or disposition, represent approximately 6.2%
of that class of securities. The 720 shares of Common Stock presently owned by
RAL, and as to which RAL has the sole power to direct the vote or disposition,
represent a negligible percentage of that class of securities. The 875,720
shares of Common Stock, presently owned by RAL or LFC or which LFC has the right
to acquire within sixty days of the date hereof, and as to which RAL would have
either sole or shared power to direct the vote or disposition, represent
approximately 4.6% of that class of securities. In each case, the calculation of
the percentage of the class of Common Stock is based on the information set
forth in the Corporation's Quarterly Report on Form 10-QSB that, as of February
11, 1997, 19,228,894 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.
<PAGE> 10
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:
May 1, 1997 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
