<PAGE>
As filed with the Securities and Exchange Commission on March 10, 1998
Registration No. 333-_____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AGRIBIOTECH, INC.
-------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 85-0325742
- ------------------------------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2700 Sunset Road, Suite C-25
Las Vegas, Nevada 89120
(702) 798-1969
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(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
Dr. Johnny R. Thomas, Chairman of the Board
AgriBioTech, Inc.
2700 Sunset Road, Suite C-25
Las Vegas, Nevada 89120
(702) 798-1969
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(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Elliot H. Lutzker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
Tel: (212) 687-3860 Fax: (212) 949-7052
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
<PAGE>
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Offering Price Aggregate Amount of
to be Registered Amount to be Registered Per Share (1) Offering Price(1) Registration Fee
- --------------------- -------------------------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 7,000,000 Shs.(2) $13 7/16 (3) $94,062,500 $28,503.78
$.001 par value
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Total Registration Fee ................................................................. $28,503.78(11)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933, as
amended.
(2) Issuable (i) to Selling Stockholders in exchange for the assets and/or
stock of entities to be acquired by the Registrant, including, but not
limited to, 1,464,091 shares anticipated to be issued in connection with
the Company's previously announced acquisitions and other prospective
acquisitions, for resale by the former shareholders of such acquired
companies, (ii) in registered original equity issuances by the Registrant,
and/or (iii) for resale by purchasers of restricted stock.
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the closing sale price of the Common
Stock of the Registrant on March 4, 1998, on the Nasdaq National Market of
$13 7/16 per share.
----------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 under the Act, the Prospectus included as part of this
Registration Statement shall be deemed to be a combined prospectus which shall
also relate to the Registrant's Registration Statements (File Numbers 33-
78470, 333-13953 and 333-33367) and Post-Effective Amendment No. 1 (File
Number 33-97684). This Registration Statement and the Registration Statements
being amended hereby are collectively referred to herein as the "Registration
Statement."
--------------------
<PAGE>
SUBJECT TO COMPLETION, MARCH __, 1998
PROSPECTUS
AGRIBIOTECH, INC.
7,000,000 Shares of Common Stock
This Prospectus pertains to 7,000,000 shares of Common Stock (the "Shares"),
$.001 par value per share, of AgriBioTech, Inc., a Nevada corporation ("ABT"
or the "Company"). The Shares are (a) being registered for issuance by the
Company in exchange for the assets and/or stock of entities which may be
acquired by the Company, including, but not limited to, 1,464,091 shares
anticipated to be issued in connection with the Company's previously announced
acquisitions (the "Pending Acquisitions") and other prospective acquisitions
to the selling stockholders to be named herein or by supplement (the "Selling
Stockholders"), (b) being registered for resale by Selling Stockholders who
received 30,109 shares in lieu of a cash payment to the former owners of Clark
Seeds, Inc., or (c) being registered for original equity issuances to or
resales by (collectively, "Private Placements") qualified institutional buyers
("QIBs"), institutional accredited investors, other accredited investors,
broker-dealers who are members in good standing with the National Association
of Securities Dealers, Inc. or foreign broker-dealers (collectively referred
to herein as "Investors").
The Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholders, although it will receive the purchase price from Private
Placements to Investors at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. It is
anticipated that the Selling Stockholders will offer shares of Common Stock
for resale at prevailing prices on the Nasdaq National Market ("Nasdaq"). See
"Plan of Distribution." All selling expenses incurred by individual Selling
Stockholders will be borne by such Selling Stockholders.
The Common Stock is traded on Nasdaq under the symbol "ABTX." On March 9,
1998, the closing sale price of the Common Stock as reported on Nasdaq was
$14.00 per share.
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 7.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS ALSO AMEND THE COMPANY'S PROSPECTUSES DATED OCTOBER 10,
1995, OCTOBER 18, 1996 AND DECEMBER 17, 1997.
THE DATE OF THIS PROSPECTUS IS MARCH 10, 1998
<PAGE>
The registration of the Shares offered hereby is being effected in
connection with registration rights to be granted by the Company pursuant to
the terms of either (i) various asset and stock purchase agreements concerning
the Pending Acquisitions or other prospective acquisitions, or (ii)
prospective Private Placements. In accordance with the terms of such rights,
the Company will bear the expenses of such registration, which are estimated
to be $55,000, except that the Selling Stockholders will bear the cost of all
brokerage commissions and discounts incurred in connection with the sale of
their respective Shares and their respective legal expenses.
Commencing on the effective date of this Prospectus, the Shares may be sold
as original equity issuances to Investors and/or from time to time, by the
Selling Stockholders directly to purchasers, pledged or, alternatively, may be
offered through agents, brokers, dealers or underwriters, who may receive
compensation in the form of commissions or discounts from the Selling
Stockholders or purchasers of the Shares. Sales of the Shares may be made on
Nasdaq, in privately negotiated transactions or otherwise, and such sales may
be made at the market price prevailing at the time of sale, a price related to
such prevailing market price or at a negotiated price.
Any brokers, dealers or agents that participate in the distribution of the
Shares (the "Offering") may be deemed to be underwriters under Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions, discounts and/or other compensation received by them on the sale
or resale of such Shares may be deemed to be underwriting compensation under
the Securities Act. The sale of the Shares by the Selling Stockholders is
subject to the prospectus delivery and other requirements of the Securities
Act. See "Plan of Distribution."
No person has been authorized to give any information or to make any
representations in connection with the Offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the Shares in any circumstances in which such offer or
solicitation is unlawful.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at the
Northeast Regional Office, Seven World Trade Center, New York, New York 10048,
and at the Midwest Regional Office, 500 West Madison Street, Chicago, Illinois
60611-2511. Copies of such material may be obtained, at prescribed rates, by
writing to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
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<PAGE>
Washington, D.C. 20549 and may be found on the Commission's Worldwide Web site
at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby. This Prospectus, filed as part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits thereto, certain portions of which
have been omitted, as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the
Shares, reference is hereby made to such Registration Statement and the
exhibits thereto or incorporated therein by reference. The Registration
Statement, including such exhibits, may be inspected without charge at the
public reference facilities maintained by the Commission, at the Commission's
regional offices at the addresses stated above and on the Commission's Web
site. Copies of these documents may be obtained, at prescribed rates, by
writing to the Commission's Public Reference Section at the address set forth
above.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are by this
reference incorporated into and made a part of this Prospectus: (i) the
Company's Annual Report on Form 10-KSB (as amended) for the fiscal year ended
June 30, 1997 ("Form 10-KSB");(ii) the Company's Quarterly Reports on Form 10-
Q for the fiscal quarters ended September 30, 1997 (as amended) and December
31, 1997, as amended ("Forms 10-Q"), (iii) the Company's Current Reports on
Form 8-K for October 30, 1996 (as amended), May 15, 1997 (as amended), August
22, 1997 (as amended), October 22, 1997, December 1, 1997, January 6, 1998 (as
amended), January 9, 1998 (as amended) and January 26, 1998 ("Forms 8-K");
(iv) the description of the Company's Common Stock, $.001 par value, contained
in the Company's registration statement on Form 8-A (File No. 0-19352), filed
July 11, 1995, pursuant to Section 12(g) of the Exchange Act including any
amendment or report filed for the purpose of updating such information; (v)
the Company's Proxy Statement dated January 20, 1998; and (vi) all documents
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the filing
of a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all the securities remaining
unsold. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Copies of all documents that are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents or into this
Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or oral
request to
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<PAGE>
AgriBioTech, Inc., Attention: Secretary, 2700 Sunset Road, Suite C-25, Las
Vegas, NV 89120; telephone number (702) 798-1969.
THE COMPANY
AgriBioTech, Inc. (the "Company" or "ABT") is the largest agricultural seed
company in the United States that specializes in developing, processing,
packaging and distributing varieties of forage and cool season turfgrass
seeds. Since January 1, 1995, the Company has completed 17 acquisitions and
has executed letters of intent to acquire seven additional companies. The
Company has grown from net sales of $29,000 in fiscal 1994 to pro forma net
sales of approximately $336 million for the fiscal year ended June 30, 1997,
including completed and Pending Acquisitions. The Company's vertically
integrated forage and turfgrass seed operations include traditional genetic
breeding and research and development programs for most forage and cool season
turfgrass species, seed processing plants that clean, condition and package
ABT's products, and national and international distribution and sales networks
in 48 states and 51 countries.
The Company was incorporated in the State of Colorado on December 31, 1987
under the name Sussex Ventures, Ltd. ("Sussex"). The Company was an inactive
development stage company until September 30, 1993 when it acquired all of the
outstanding stock of AgriBioTech, Inc., a Nevada corporation ("ABT"). ABT was
treated as the acquiring corporation in the transaction, which was accounted
for as a reverse purchase. In June 1994, the Company merged with and into
ABT, then a wholly-owned subsidiary of the Company, and changed its name to
AgriBioTech, Inc. and became a Nevada corporation. The Company had limited
revenues until 1995, when it commenced its acquisition program.
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<PAGE>
THE OFFERING
Shares of Common Stock to be offered ....................... 7,000,000 (1)
Shares of Common Stock issued and outstanding
before the offering ........................................ 31,208,738 (2)
_______________
(1) Consists of shares of Common Stock reserved for issuance in connection
with (a) future acquisitions, including the pending acquisitions of
Discount Farm Center, Inc., Zajac Performance Seeds, Inc., Ohio Seed
Company, Van Dyke Seed Co., Inc., Las Vegas Fertilizer Co., Inc., Kinder
Seed, Inc. and Willamette Seed Co. (the "Pending Acquisitions") (see
"Recent Developments"), other prospective acquisitions or (b) prospective
Private Placements, and (or) for resale by Selling Stockholders who
received 30,109 shares in lieu of a cash payment to the former owners of
Clark Seeds, Inc.
(2) Based on 31,208,738 shares outstanding as of February 23, 1998, but does
not give effect to (i) 6,254,916 shares of Common Stock reserved for
issuance upon exercise of stock options currently outstanding and an
additional 2,076,850 shares of Common Stock issuable upon exercise of
options available for future grants under the 1994 Plan and; (ii) 400,000
shares of Common Stock reserved for issuances upon grant of shares under
the Bonus Plan; (iii) 305,202 shares of Common Stock issuable as of
February 23, 1998, upon conversion of Preferred Stock outstanding.
Use of
Proceeds: The Company will not receive any proceeds from the sale of the
-------- Securities offered by the Selling Stockholders. The Company will
receive proceeds from Private Placements to Investors at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices and will use such
proceeds for working capital purposes, including, but not limited
to, the funding of potential acquisitions.
Risk
Factors: Investment in the Shares offered hereby involves certain risks
------- discussed under "Risk Factors" that should be considered by
prospective investors.
RECENT DEVELOPMENTS
PENDING ACQUISITIONS
The Company has signed letters of intent in connection with the Pending
Acquisitions, described hereinafter, all of which the Company expects to close
before the end of the fiscal year ending June 30, 1998 ("Fiscal 1998"). Since
each acquisition is subject to conditions and events which may not necessarily
occur, no assurance can be given that any of the following acquisitions will
be completed.
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<PAGE>
. Discount Farm Center, Inc. ("Discount"), Watertown, South Dakota -- sales
of approximately $5.8 million for the 12 month period ended June 30,
1997; a purchase price of approximately $3.4 million, payable $1.7
million in cash and 115,591 shares of the Company's Common Stock, which,
at the time the terms were agreed to, was valued at $15.03 per share;
effective February 1, 1998. Discount is a supplier of forage small
grains, other forages and birdseed in the Midwest.
. Van Dyke Seed Co., Inc. ("Van Dyke"), Forest Grove, Oregon -- sales of
approximately $9.7 million for the 12 month period ended June 30, 1997;
purchase price of approximately $8.2 million, payable $3.6 million in
cash and 460,000 shares of the Company's Common Stock, which, at the time
the terms were agreed to, was valued at $10.00 per share; effective
January 1, 1998. Van Dyke is a production company with a wholesale
distribution base of a number of forage crops, such as red clover and
crimson clover.
. Zajac Performance Seeds, Inc. and its Oregon affiliate (collectively,
"Zajac"), North Haledon, New Jersey, sales of approximately $8.4 million
for the 12 month period ended June 30, 1997; a purchase price of
approximately $6.6 million, payable $3.6 million in cash and 300,000
shares of the Company's Common Stock, which, at the time the terms were
agreed to, was valued at $10.00 per share; effective January 1, 1998.
Zajac specializes in providing proprietary turfgrass varieties to
independent wholesale distributors under private label. Zajac's Oregon
operations include a production facility and a distribution base.
. Ohio Seed Company ("Ohio Seed"), West Jefferson, Ohio -- sales of
approximately $9.3 million for the 12 month period ended June 30, 1997; a
purchase price of approximately $3.8 million, payable $1.8 million in
cash and 200,000 shares of the Company's Common Stock, which, at the time
the terms were agreed to, was valued at $10.00 per share; effective March
1, 1998. Ohio Seed is a distribution company with approximately 60%
turfgrass seed and 40% forage seed, with sales primarily in Ohio and
Michigan.
. Las Vegas Fertilizer Co., Inc. ("LVF") , Las Vegas, Nevada -- sales of
approximately $14.4 million for the twelve month period ended June 30,
1997; a purchase price of approximately $10.0 million, payable $5.0
million in cash and 295,000 shares of the Company's Common Stock, which,
at the time the terms were agreed to, was valued at $17.00 per share;
effective January 1, 1998. LVF specializes in the distribution of
turfgrass seed and ancillary products to golf courses and lawn and garden
products to home improvement centers, mass merchandisers and independent
nurseries in Nevada, California, Utah, Idaho and Wyoming.
. Kinder Seed, Inc. ("Kinder"), Buffalo, New York -- sales of
approximately $2.8 million for the 12 month period ended June 30, 1997; a
purchase price of approximately $3.5 million, payable $2.0 million in
cash and 93,500 shares of the Company's Common Stock, which, at the time
the terms were agreed to, was valued at $16.00 per share; effective
February 1, 1998. Kinder is a forage and turfgrass distribution company
located in the Northeastern United States.
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<PAGE>
. Willamette Seed Company ("Willamette"), Albany, Oregon -- sales of
approximately $41.8 million for the 12 month period ended June 30, 1997;
a purchase price of approximately $13.6 million, payable in cash, or cash
and shares of the Company's Common Stock (to be valued at the date of
closing) depending on each shareholder's election; effective March 1,
1998. Willamette is a production turfgrass seed company which markets to
wholesale distributors in the United States and internationally;
Willamette also provides fertilizers to Oregon farmers who grow turfgrass
seed under contract.
RISK FACTORS
In addition to considering the other information set forth in, or
incorporated by reference into, this Prospectus, prospective investors should
carefully consider the following factors in evaluating an investment in the
Company. This Prospectus, including the documents incorporated by reference
herein, contains forward-looking statements within the meaning of Section 27A
of the Securities Act. Also, documents subsequently filed by the Company with
the Securities and Exchange Commission (the "Commission"), and incorporated
herein by reference will contain forward-looking statements. Actual results
could differ materially from those projected in the forward-looking statements
as a result of the risk factors set forth below and the matters set forth or
incorporated in this Prospectus generally. The Company cautions the reader,
however, that this list of factors may not be exhaustive, particularly with
respect to future filings. In analyzing an investment in the securities
offered hereby, prospective investors should carefully consider, along with
the other matters referred to herein, the risk factors described below.
Ability to Manage Growth. The Company has acquired all or part of 17
------------------------
seed companies since January 1, 1995, has signed letters of intent to acquire
seven additional seed companies and intends to expand current levels of
operations. The Company's rapid growth since January 1995 has placed and may
continue to place significant demands on the Company's management, technical,
financial and other resources. In addition, successful expansion of the
Company's operations will depend on, among other things, its ability to
attract, hire and retain skilled management and other personnel, secure
adequate sources of seed on commercially reasonable terms and successfully
manage growth, none of which can be assured. To manage growth effectively, the
Company will need to improve operational, financial and management information
systems, procedures and controls. There can be no assurance that the Company
will be able to manage its future growth effectively, and failure to do so
could have a material adverse effect on the Company's business, financial
condition and/or operating results. See "Management's Discussion and Analysis
or Plan of Operations" in the Form 10-KSB and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Forms 10-Q
(collectively, "MD&A") and "Business -Acquisition Program" in the Form 10-KSB.
Integration of Acquisitions. The Company is in the process of
---------------------------
integrating its recent acquisitions, and intends to expand current levels of
operations through additional acquisitions. The Company's future success
depends upon its ability to combine the operations of its acquired
subsidiaries into a vertically integrated company. The Company's acquired
subsidiaries, many of
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<PAGE>
which are geographically disparate, represent the full spectrum of the forage
and turfgrass seed production, processing, sales and distribution process. The
Company's prospects must therefore be evaluated in light of the problems,
expenses, delays and complications associated with operating, managing and
integrating a large group of businesses and/or subsidiaries. There can be no
assurance that the Company will be able to effectively integrate the acquired
subsidiaries, and failure to do so could have a material adverse effect on the
Company's business, financial condition and/or operating results. See MD&A and
"Business - Acquisition Program" in the Form 10-KSB.
No Assurance of Future Growth and Acquisition Strategy. The Company has
------------------------------------------------------
experienced significant growth in net sales, from $29,000 in fiscal 1994 to
$66 million in the fiscal year ended June 30, 1997 ("Fiscal 1997") and to pro
forma net sales of approximately $336 million for Fiscal 1997. Although a
portion of such growth is attributed to year-over-year sales growth of
companies acquired more than one year ago, a significant amount of such growth
has resulted from the Company's acquisitions. The Company's future growth
will depend upon its ability to continue to make acquisitions, as well as
increase sales from existing operations, neither of which can be assured.
The Company is unable to predict whether and when any prospective
acquisition candidate will become available or the likelihood that any
acquisition will be completed. The Company competes for acquisition candidates
with many entities that have substantially greater resources than the Company.
While the Company has been able to complete 17 acquisitions during the last
three years, the Company expects to face intensified competition as the
Company's acquisition program has become well known in the seed industry.
There can be no assurance that the Company will be able to successfully
identify suitable acquisition candidates, complete acquisitions and integrate
and expand acquired companies into its operations. Once integrated, there can
be no assurance that acquired businesses will achieve comparable levels of
sales, profitability, or productivity as existed prior to their acquisition.
There have been previous unsuccessful attempts by others to consolidate the
forage and/or turfgrass seed sectors. To the Company's knowledge, however,
each of these attempts preceded the developments concerning the Plant Variety
Protection Act (the "PVPA"), discussed under "Business--Proprietary Rights" in
the Form 10-KSB. Nevertheless, in view of the fact that no other company has
successfully vertically integrated and consolidated the forage and turfgrass
seed sectors, there can be no assurance the Company will be successful in its
efforts.
Development of New Products. The Company continues to develop new,
---------------------------
genetically superior forage and turfgrass varieties. The Company believes
that the development and marketing of such elite varieties will play a key
role in the Company's success. There can be no assurance that the Company
will develop such genetically superior strains either on its own or with
industry partners. If the Company is unable to develop and successfully
market new product lines, this could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Research and Development" in the Form 10-KSB.
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<PAGE>
Market Acceptance. Potential investors should be aware that even if the
-----------------
Company is successful in developing genetically superior strains as stated
above, there can be no assurance that there will be a market for such
products; or, if such a market develops that the Company will be able to
recoup the costs associated with the development of these products. If the
Company is unable to effectively market products it has developed, at prices
sufficient to (i) cover the Company's costs and (ii) generate adequate return
on the Company's capital, the Company's business, financial condition and
results of operations may be materially adversely affected.
Reliance on Patents and Proprietary Rights. The Company owns proprietary
------------------------------------------
varieties for a number of forage and turfgrass species that are protected
under the PVPA and is seeking to acquire and/or develop other varieties
protected by the PVPA. The PVPA prohibits others from selling seed of those
proprietary varieties for 20 years, after which such protection expires. The
inability to develop protected varieties could have a material adverse impact
on the Company's business, financial condition and results of operations.
There can be no assurance that any proprietary rights owned by the Company or
licensed from third parties will not be challenged, invalidated, or
circumvented, or that the rights held by the Company will provide any
competitive advantage, or that the Company's competitors will not possess
protected varieties that perform better than those of the Company. The
Company could also incur substantial costs in asserting its proprietary rights
against others, including any such rights obtained from third parties, and/or
defending any infringement suits brought against the Company. See "Business--
Proprietary Rights" in the Form 10-KSB.
Access to Biotechnology. Breakthroughs in biotechnology have led to the
-----------------------
introduction of new, improved and specialized seeds in other seed sectors,
such as corn, soybeans and cotton. The Company believes that similar
breakthroughs in biotechnology will also lead to the introduction of enhanced
seeds in the forage and turfgrass sectors. The Company is attempting to become
the licensee or partner of choice for owners of value-added genetic traits in
order to accelerate the introduction of these traits to its customers through
biotechnologically enhanced products. In addition to the risks described above
under "Development of New Products" and "Market Acceptance" there can be no
assurance that the Company will succeed in its efforts to license
biotechnology genes and develop partnerships with such owners. The Company's
inability to develop or market products through biotechnology at prices
sufficient to recover its costs and generate adequate returns on capital
could have a materially adverse effect on the Company's future business,
financial condition and results of operations. See "Business--Proprietary
Rights" in the Form 10-KSB.
Competition. The seed industry and the field of agricultural technology
-----------
are both highly competitive. The Company competes in the forage and turfgrass
seed sectors primarily on the basis of price, product quality and service. The
major agricultural seed companies in the United States focus their sales
around hybrid seed corn (Pioneer Hi-Bred International, DEKALB Genetics
Corporation, Novartis AG and Mycogen Corporation), cotton seed (Delta and Pine
Land Company) and other crops. In the past, these companies have treated
forage and turfgrass seeds as ancillary crops when they compete in the
marketplace. This is the opposite of the Company's business strategy, which
is to treat forage and turfgrass seed as its primary product. Therefore, the
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<PAGE>
Company's major competitors in the forage and turfgrass seed sectors currently
are large regional companies and numerous small family seed businesses.
However, any of the major agricultural seed companies may decide to intensify
their efforts in the forage and turfgrass seed sectors. Management believes
that as the Company's acquisition strategy becomes better known in the seed
industry, the competition for acquisitions, sales, facilities and personnel
will intensify. The largest United States alfalfa competitors are Cenex/Land
O' Lakes/Research Seed, Helena/AgriPro, Pioneer and Cal/West Seeds. The
largest competitors for other forages are FFR Research and its farm
cooperative members. There are also small family owned businesses that are
strong competitors in small geographic areas. The largest producers and
marketers of turfgrass seed (excluding the Company) in the United States are
Pennington Seed and O.M. Scott.
The Company currently competes with, and in the future expects that it
will have to compete directly with, companies with substantially greater
financial, marketing, personnel and research and development resources than
those of the Company. There can be no assurance that the Company will be able
to compete successfully against such companies. These competitive factors
could have a material adverse effect on the Company's business, results of
operation and/or financial condition.
Lack of Historical Profitability; Leverage. The Company has reported
------------------------------------------
only two profitable quarters, both in calendar 1997, since becoming a publicly
owned company in September 1993. Potential investors should be aware that over
the life of the Company, the Company has not reported a profitable fiscal year
and has failed to show consistent profitability. There can be no assurance
that the Company will achieve or maintain consistent profitability in the
future. The Company had an accumulated deficit of $13,033,561 through
December 31, 1997.
The Company has incurred a substantial amount of indebtedness in
connection with certain of its acquisitions during the course of the last
three years. In the event that the Company incurs substantial indebtedness in
the future, the effect of such leverage may negatively impact the ability of
the Company to (i) obtain additional financing on favorable terms; (ii)
service such long-term indebtedness; and (iii) comply with financial and other
covenants and operating restrictions imposed by such indebtedness.
The ability of the Company to satisfy any such future obligations will
primarily depend upon the future financial and operating performance of its
operating subsidiaries and upon the Company's ability to renew or refinance
bank borrowings and/or to raise additional equity capital. The Company's
future performance is dependent upon financial, business and other economic
factors affecting the Company and the agriculture industry in particular, many
of which are beyond the control of the Company and its subsidiaries. See MD&A
and the financial statements in the Form 10-KSB and Forms 10-Q.
Need for Future Capital. The Company's capital requirements have been
-----------------------
and are expected to continue to be significant. The Company plans to use a
portion of the net proceeds of this offering to fund Pending Acquisitions and
biotechnology research and development. There can be no
-10-
<PAGE>
assurance, however, that existing sources of capital will be sufficient to
fund its future operations. The Company's future capital requirements will
depend on numerous factors including, but not limited to, the timing and cost
of any future acquisitions and the time and cost involved in integrating the
Company's acquisitions and growing the Company's existing operations. See
MD&A and "Business--Biotechnology Access" in the Form 10-KSB.
Dependence on Key Personnel. The success of the Company is largely
---------------------------
dependent upon the efforts, abilities and expertise of Dr. Johnny R. Thomas,
Chief Executive Officer, as well as each of the Company's six other executive
officers. The loss of any of these key personnel could have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company has applied for a key-man life insurance policy in the
amount of $3,000,000 on the life of Dr. Thomas. The Company's prospects
depend upon its ability to attract and retain qualified marketing, financial,
management information system, and other technical personnel. Competition for
such personnel is intense and there can be no assurance that the Company will
be successful in attracting or retaining such personnel. See "Management" in
the Form 10-KSB.
Cyclical Nature of Agricultural Products. Agricultural products,
----------------------------------------
including forage and turfgrass seed, generally follow cyclical business
patterns. Most agricultural products are commodities that are subject to wide
fluctuations in price based on supply of the products and demand for, in this
case, the raw or processed seed. Furthermore, the demand for seed is
dependent on the demand of farmers, which is influenced by the general farm
economy. The production of seed is subject to a variety of nature's
adversities including drought, wind, hail, disease, insects, early frost and
numerous other forces that could adversely affect the growing of seed in any
growing season, resulting in larger fluctuations in results of operations
between quarters. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Seasonality of Business and Quarterly
Comparisons" in the Form 10-KSB.
Seasonality of Quarterly Results. The Company's seed business is subject
--------------------------------
to wide seasonal fluctuations which reflect the typical purchasing and growing
patterns for forage and turfgrass crops. In addition, weather affects
commodity prices, seed yields and planting decisions by farmers. Results of
operations from quarter to quarter will not necessarily reflect the results
for the entire year and are not necessarily indicative of results which may be
expected for any other interim period. Management believes that quarterly
sales will continue to fluctuate significantly depending on, among other
things, the breakdown of the Company's sales between the forage and turfgrass
sectors for any specific period of time. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Seasonality of
Business and Quarterly Comparisons" in the Form 10-KSB.
Government Regulation. The Company's operations are directly and
----------------------
indirectly subject to various Federal and state environmental controls and
regulations. Management believes that the Company is in substantial
compliance with existing environmental regulations, but can give no
-11-
<PAGE>
assurance that it can maintain such compliance without incurring substantial
cost and expense if additional laws and regulations are enacted or
promulgated.
While not affecting the Company's operations, certain government
regulations may have an effect on the demand for the Company's products. For
example, from time to time the federal government has imposed restrictions on
the sale of certain commodities to certain countries, including commodities
the seed for which are produced by the Company. In addition, United States
government agricultural policies are designed to maintain a balanced supply
and demand for certain commodities by regulating planted acreage through set-
asides in certain crops. Adherence to set-asides is the basis for farmer's
eligibility for government subsidy payments and other benefits. An increase
in the set-aside for a crop generally reduces farmer demand for seed for that
crop, and a decrease in the set-aside generally increases demand for that
seed. In addition, other government policies, such as subsidizing export
sales of certain commodities, ultimately affect seed sales. Certain of the
Company's sales of seed are subject to demand swings resulting from changes in
these programs.
Adoption of regulations regarding the allocation of water in California,
Arizona and other states with limited water supplies could result in a
reduction of the number of acres planted with various crops, reducing the
demand for the Company's products in those states.
The development of seed of genetically altered plants is regulated by the
Environmental Protection Agency (the "EPA"), the U.S. Department of
Agriculture (the "USDA"), the Food and Drug Administration and various state
agencies. The Federal agencies require permits for field testing and the EPA
also regulates insecticide and herbicide products. The Company is not aware
of any pending legislation that would materially impact either its traditional
product development or commercialization of seed from genetically altered
plants. There can be no assurance that regulatory agencies administering
existing or future regulations or legislation will allow the Company to
produce and market genetically engineered seed, if at all, in a timely manner
or under technically or commercially feasible conditions. The Company's
inability to produce such seed could have a material adverse effect on the
Company.
Adverse Effect of Potential Future Sales of Common Stock. Of the
--------------------------------------------------------
Company's 31,208,738 issued and outstanding shares of Common Stock as of
February 23, 1998, approximately 3,400,000 shares are "restricted securities"
as that term is defined under Rule 144 under the Securities Act. All but
approximately 1,030,000 of these restricted shares have been registered for
resale under the Securities Act. As of February 23, 1998, an additional
6,254,916 shares of Common Stock were issuable without restriction upon
exercise of outstanding options and 305,202 shares of Common Stock upon
conversion of outstanding shares of convertible Preferred Stock, and are
either exempt from registration or have been registered under the Securities
Act. The Company is unable to predict the effect that sales made under Rule
144, sales made pursuant to registration statements, or otherwise, may have on
the then existing market price of the Company's securities. The possibility
exists that the sale of any of these Securities, or even the potential of such
sales, may be expected
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<PAGE>
to have a depressive effect on the price of the Company's securities in any
public trading market. This could impair the Company's ability to raise
additional equity capital.
Public Market Risks; Possible Volatility of Securities Prices. The
-------------------------------------------------------------
market price for the Company's securities has been and may continue to be
volatile. Factors such as the Company's financial results, financing efforts,
changes in earnings estimates by analysts, conditions in the Company's
business and various factors affecting the agricultural industry generally may
have a significant impact on the market price of the Company's securities.
Additionally, in the last several years, the stock market has experienced a
high level of price and volume volatility, and market prices for many
companies, particularly small and emerging growth companies, the common stock
of which trades in the over-the-counter market, have experienced wide price
fluctuations and volatility which have not necessarily been related to the
operating performance of such companies themselves. Any such fluctuations or
general economic and market trends could adversely affect the price of the
Company's securities. In view of the foregoing factors, in some future
quarters the Company's operating results may be below the expectations of
public market analysts and investors. In that event, the price of the
Company's securities would likely be materially adversely affected. See
"Market for Common Equity and Related Stockholder Matters" in the Form 10-KSB.
Immediate Substantial Dilution. The Company's present stockholders
------------------------------
acquired their shares of Common Stock at costs substantially below the
offering price of the Common Stock to be sold in this offering. Therefore,
investors purchasing Common Stock in this offering will incur an immediate and
substantial dilution.
-13-
<PAGE>
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The selected financial data in the following table should be read in
conjunction with the Company's Financial Statements and the Notes thereto,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other financial information incorporated by reference herein.
The historical selected financial data presented below under the captions
"Statement of Operations Data" and "Balance Sheet Data" for, and as of the end
of each of the years ended June 30, 1997 and 1996, the nine-month period ended
June 30, 1995, and each of the years ended September 30, 1994 and 1993 are
derived from the consolidated financial statements of ABT and subsidiaries,
which financial statements have been audited by KPMG Peat Marwick LLP,
independent certified public accountants. The consolidated financial statements
as of June 30, 1997 and 1996, and for the years then ended and the nine-month
period ended June 30, 1995, and the reports thereon, are incorporated by
reference in this Prospectus. The selected financial data presented below for,
and as of the end of, the six months ended December 31, 1997 and 1996 are
derived from the unaudited consolidated financial statements of the Company
incorporated by reference in this Prospectus. In the opinion of management, the
unaudited consolidated financial statements for the interim periods include all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the results for such periods. The results of operations for the
six months ended December 31, 1997 are not necessarily indicative of the results
to be expected for the full year. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Seasonality of Business and
Quarterly Comparisons" and "Business--Acquisition Program" in the Company's Form
10-KSB for information that affects a comparison of the Company's quarterly
results of operations.
STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED
ENDED DECEMBER 31, YEAR ENDED JUNE 30, NINE MONTHS JUNE 30,
------------------ ------------------- ENDED JUNE 30,--------------
1997 1996 1997 1996 1995(1) 1994 1993
------- ------- ------- ------- -------------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $63,815 $20,941 $65,904 $25,962 $ 4,754 $ 29 $ 12
Cost of sales........... 51,586 16,174 49,527 19,236 3,398 12 3
------- ------- ------- ------- ------- ------ ------
Gross Profit............ 12,229 4,767 16,377 6,726 1,356 17 9
Operating expenses...... 12,679 6,833 17,972 9,637 2,779 915 171
------- ------- ------- ------- ------- ------ ------
Earnings (loss) from
operations............. (450) (2,066) (1,595) (2,911) (1,423) (898) (162)
Other income (expense).. (158) (408) (1,119) (413) (16) (8) (30)
------- ------- ------- ------- ------- ------ ------
Net (loss).............. (608) (2,474) (2,714) (3,324) (1,407) (890) (192)
Discount and imputed
dividends on preferred
stock.................. 53 2,978 3,233 2,318 -- -- --
------- ------- ------- ------- ------- ------ ------
Net (loss) attributable
to common stock........ $ (662) $(5,452) $(5,947) $(5,642) $(1,407) $ (890) $ (192)
======= ======= ======= ======= ======= ====== ======
Shares of common stock
used in computing
(loss) per share of
common stock:
Basic.................. 25,905 10,809 15,549 7,459 5,485 3,911 1,205
Diluted................ 25,905 10,809 15,549 7,459 5,485 3,911 1,205
Net (loss) per share of
common stock:
Basic.................. $ (0.03) $ (0.50) $ (0.38) $ (0.76) $ (0.26) $(0.23) $(0.16)
Diluted................ $ (0.03) $ (0.50) $ (0.38) $ (0.76) $ (0.26) $(0.23) $(0.16)
</TABLE>
BALANCE SHEET DATA:
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
DECEMBER 31, ----------------------- -------------
1997 1997 1996 1995(1) 1994 1993
----------- ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents............ $ 8,236 $ 2,554 $ 2,522 $1,423 $441 $ 14
Total assets............ 106,355 96,113 26,184 8,014 765 309
Long-term obligations... 5,274 2,667 1,055 148 106 213
Total liabilities....... 25,758 50,125 12,161 1,681 261 384
Working capital......... 37,954 7,555 6,461 3,792 375 (157)
Stockholders' equity.... 80,597 44,988 14,022 6,333 504 (75)
</TABLE>
- -------
(1) The Company changed its fiscal year end to June 30th effective in 1995.
14
<PAGE>
SELLING STOCKHOLDERS
An aggregate of 7,000,000 Shares are issuable to (a) various persons in
connection with completed, pending and future acquisitions by the Company
including, but not limited to, 30,109 shares listed in the table below issued
in connection with a completed acquisition and 1,464,091 shares anticipated to
be issued in connection with the Pending Acquisitions, or (b) in Private
Placements to Investors.
The following table sets forth information as of March 2, 1998, based on
information obtained from the Selling Stockholders named below, with respect
to the beneficial ownership of Shares being registered hereunder; the number
of Shares known to the Company to be held by each; the number of Shares to be
sold by each; and the percentage of outstanding shares of Common Stock
beneficially owned by each, before this offering and assuming that no Shares
will be owned after this offering.
<TABLE>
<CAPTION>
Percentage of Outstanding
Amount and Nature of Number of Shares to Shares Owned Before
Name Beneficial Ownership(1) be Sold Offering(2)
----- ------------------------ ------------------- ----------------------------
<S> <C> <C> <C>
Fred and Janice Clark 134,887 (3)(4) 16,560 *
Brent Clark 66,691 (3)(4) 4,516 *
Steven Jensen 48,398 (3)(5) 3,844 *
Gary Parker 8,021 (6)(7) 2,205 *
Ruth Lytle 6,892 (6)(8) 1,492 *
Curt Croshaw 11,892 (6)(4) 1,492 *
</TABLE>
_____________________
* Less than 1%
(1) Unless otherwise noted, the Company believes that all persons named in
the table have sole investment power with respect to all shares of Common
Stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities that can be acquired by such person within
60 days from the date hereof upon the exercise of warrants or options.
Assumes, for each person, that the exercisable and convertible Securities
that are held by such person (but not those held by any other person) and
which are exercisable or convertible within 60 days from the date hereof
have been exercised.
(2) Based on 31,208,738 shares of Common Stock issued and outstanding as of
February 23, 1998.
(3) These shares were issued in lieu of a cash payment due on January 1, 1998
to the former owners of Clark Seeds, Inc.
(4) Excludes 1,400 shares, 11,000 shares and 40,000 shares issuable to Fred
and Janice Clark, Brent Clark and Curt Croshaw, respectively, issuable
upon exercise of options not currently exercisable.
(5) Includes 1,900 shares issuable upon exercise of currently exercisable
options, but excludes 2,000 shares issuable upon exercise of options not
currently exercisable.
(6) These shares were issued to authorized "stand-by" purchasers of common
stock not taken by the former owners of Clark Seeds, Inc.
(7) Includes 1,200 shares issuable upon exercise of currently exercisable
options, but excludes 600 shares issuable upon exercise of options not
currently exercisable.
(8) Includes 5,400 shares issuable upon exercise of currently exercisable
options, but excludes 25,100 shares issuable upon exercise of options
not currently exercisable.
-15-
<PAGE>
DESCRIPTION OF SECURITIES
AUTHORIZED
----------
The authorized capital stock of the Company consists of 75,000,000 shares
of Common Stock, $.001 par value, and 10,000,000 shares of Preferred Stock,
$.001 par value. The following summary description of the Company's capital
stock is qualified in its entirety by reference to the Company's Certificate
of Incorporation and By-Laws, copies of which have been filed as exhibits to
the Registration Statement of which this Prospectus is a part.
COMMON STOCK
------------
The Company is authorized to issue 75,000,000 shares of Common Stock,
$.001 par value per share, of which 31,208,738 shares were issued and
outstanding as of February 23, 1998. All of the outstanding shares of Common
Stock and those issuable upon completion of this offering, are and will be,
duly authorized, validly issued, fully paid and non-assessable. Holders of
shares of Common Stock are entitled to one vote for each share held of record
on all matters to be voted on by shareholders. There are no preemptive,
subscription, conversion or redemption rights pertaining to the Common Stock.
Holders of shares of Common Stock are entitled to receive such dividends as
may be declared on Common Stock by the Board of Directors out of funds legally
available therefor and to share ratably in the assets of the Company available
upon liquidation subject to rights of creditors and any shares of Preferred
Stock. The holders of shares of Common Stock do not have the right to
cumulate their votes in the election of directors and, accordingly the holders
of more than 50% of all the Common Stock outstanding are able to elect all
directors. The current officers and directors beneficially held 4,984,975
(15.9%) of the shares outstanding and 7,362,975 shares or 21.9%, after giving
full effect to the exercise of their options exercisable as of February 23,
1998. Therefore, the officers and directors may be able to control the
Company.
PREFERRED STOCK
---------------
The Company is authorized to issue 10,000,000 shares of Preferred Stock,
$.001 par value per share. At February 23, 1998, the Company had: (a) 900
shares of Series B Convertible Preferred Stock issued and outstanding, with a
liquidation preference of $1,068,164 and convertible into 240,713 shares of
Common Stock, and (b) 200 shares of Series C Convertible Preferred Stock with
a liquidation preference of $222,619 and convertible into 64,489 shares of
Common Stock.
The Preferred Stock may be divided by the Company's Board of Directors
from time to time into one or more series. The Board of Directors is
authorized to determine the rights, preferences, privileges and restrictions,
including the dividend rights, conversion rights, voting rights, terms of
redemption (including sinking fund provisions, if any) and liquidation
preferences, of any series of Preferred Stock and to fix the number of shares
of any such series without any further vote or action by stockholders. The
Company has no present plans, proposals, commitments or arrangements to issue
any additional shares of Preferred Stock. The Company's Certificate of
Incorporation
-16-
<PAGE>
authorizes the issuance of Preferred Stock with such designations, rights, and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without shareholder
approval, to issue Preferred Stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other
rights of the holders of the Common Stock. Although the Preferred Stock may
be used for any lawful purpose, the Company has agreed not to use it as an
anti-takeover device that could be utilized as a method of discouraging,
delaying or preventing a change in control of the Company without the approval
of the Company's stockholders.
REGISTRAR AND TRANSFER AGENT
The Registrar and Transfer Agent for the Company's Common Stock is
Corporate Stock Transfer, Inc., Denver, Colorado.
PLAN OF DISTRIBUTION
A portion of the Shares offered hereby are issuable by the Company in
original equity issuances to qualified Institutional Buyers (as defined in
Rule 144A promulgated under the Securities Act), institutional accredited
investors (as defined in Rule 501(A)(1), (2), (3) or (7) promulgated under the
Securities Act), other accredited investors and broker/dealers who are members
in good standing with the National Association of Securities Dealers, Inc. or
to foreign broker-dealers. The Shares offered hereby may be sold from time to
time by Selling Stockholders in one or more transactions in the over-the-
counter market, in negotiated transactions or a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
The Shares may be issued without restrictive legend and, subject to any
lock-up agreements entered into with the Company, may be sold without
restriction. Such shares may also be issued to the same classes of buyers with
restrictive legends for resale by such Selling Stockholders. Prior to any use
of this Prospectus for the resale of the Shares, this Prospectus will be
amended or supplemented, if necessary, to set forth the name of the Selling
Stockholder, the number of Shares beneficially owned by such Selling
Stockholder, and the number of Shares to be offered for resale by such Selling
Stockholder. The supplemented or amended Prospectus will also disclose whether
any Selling Stockholder has held any position or office with, been employed by
or otherwise had a material relationship with, the Company or any of its
affiliates during the three years prior to the date of the supplemented or
amended prospectus.
The Shares may be sold from time to time directly by the Selling
Stockholders and/or by their assignees, transferees, pledgees or other
successors for their own accounts and not for the account of the Company.
Alternatively, the Selling Stockholders may from time to time offer the Shares
through underwriters, dealers or agents. The distribution of the Shares by the
Selling Stockholders may be effected from time to time in one or more
transactions that may take place in the over-the-counter market including (a)
ordinary broker's transactions and transactions in which the broker solicits
purchases; (b) privately negotiated transactions or pledges, (c) through sales
to one or more broker/dealers for resale of such shares as principals,
pursuant to this Prospectus; (d) in a block trade (which may involve crosses)
in which the broker or dealer so engaged will attempt to sell the securities
as agent but may position and resell a portion of the block as principal
to facilitate the transaction; or (e) in exchange distributions and/or
secondary distributions, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or specifically negotiated brokerage fees or commissions may be
paid by these holders in connection with such sales.
The Selling Stockholders, Investors, their transferees, intermediaries,
donees, pledgees or other successors in interest through whom the Shares are
sold may be deemed "underwriters" within the meaning of Section 2(11) of the
Securities Act, with respect to the Shares offered and any profits realized or
commissions received may be deemed to be underwriting compensation. Any
broker-dealers that participate in the distribution of the Shares also may be
deemed to be "underwriters", as defined in the Securities Act, and any
commissions, discounts, concessions or other
-17-
<PAGE>
payments made to them, or any profits realized by them upon the resale of any
shares purchased by them as principals, may be deemed to be underwriting
commissions or discounts under the Act.
Registration of a portion of the Shares is being made pursuant to
agreements with the Company pursuant to which the Company will pay all
expenses incident to the offering and sale of the Shares to the public except
as described hereinafter. The Company will not pay, among other expenses,
commissions and discounts of underwriters, dealers or agents or the fees and
expenses of counsel for the Selling Stockholders. In some cases, the Company
has agreed to indemnify the Selling Stockholders and may indemnify any broker-
dealer that participates in transactions involving the sale of Shares against
certain liabilities, including liabilities under the Act. See "Commission
Position on Indemnification for Securities Act Liabilities" below.
There can be no assurance that the Company or any of the Selling
Stockholders will sell any or all of the Shares of Common Stock offered by
them hereunder.
The sale of the Shares is subject to the Prospectus delivery and other
requirements of the Act. To the extent required, the Company will use its
best efforts to file and distribute, during any period in which offers or
sales are being made, one or more amendments or supplements to this Prospectus
or a new registration statement with respect to the Shares to describe any
material information with respect to the plan of distribution not previously
disclosed in this Prospectus, including, but not limited to, the number of
shares being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agents, if any, the purchase price paid
by the underwriter for Shares purchased from a Selling Stockholder, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers
and the proposed selling price to the public.
Under the Exchange Act, and the regulations thereunder, any person
engaged in a distribution of the Shares of the Company offered by this
Prospectus may not simultaneously engage in market-making activities with
respect to the Common Stock of the Company during the applicable "cooling off"
period five business days prior to the commencement of such distribution. In
addition, and without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Regulation M, in
connection with transactions in the shares, which provisions may limit the
timing of purchases and sales of Shares by the Selling Stockholders.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
-18-
<PAGE>
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by Snow
Becker Krauss P.C., 605 Third Avenue, New York, New York 10158. Snow Becker
Krauss P.C. owns 43,823 shares of the Company's Common Stock and individual
members of the firm own additional shares of Common Stock.
EXPERTS
The consolidated financial statements of AgriBioTech, Inc. as of June 30,
1997 and 1996 and for the years then ended and the nine-month period ended
June 30, 1995, have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat Marwick LLP refers
to the retroactive effect of a change in accounting for its convertible
preferred stock.
The combined financial statements of Germain's Inc. and W-L Research,
Inc. as of September 30, 1995 and 1994 and for the years then ended have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.
The consolidated financial statements of E.F. Burlingham & Sons as of
December 31, 1996 and for the year then ended, have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
The financial statements of Olsen Fennell Seeds, Inc. as of December 31,
1996 and for the year then ended have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein and upon the authority of
said firm as experts in accounting and auditing.
The combined financial statements of Seed Corporation of America, Inc.
and Green Seed Company Limited Partnership as of December 31, 1997 and 1996
and for the years ended have been incorporated by reference herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein and upon the authority of said
firm as experts in accounting and auditing.
The financial statements of Lofts Seed, Inc. as of November 30, 1997 and
December 31, 1996 and for the eleven-month period ended November 30, 1997 and
the six-month period ended December 31, 1996 have been incorporated by
reference herein in reliance upon the report of Cannon & Company, independent
certified public accountants, incorporated by reference herein and upon the
authority of said firm as experts in accounting and auditing.
-19-
<PAGE>
The financial statements of Lofts Seeds, Inc. as of June 30, 1996 and
1995 and for the years then ended have been incorporated by reference herein
in reliance upon the report of Amper, Politziner & Matia, independent
certified public accountants, incorporated by reference herein and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of Budd Seed, Inc. as of November 30, 1997 and
December 31, 1996 and 1995 and for the ten-month period ended November 30,
1997 and the years ended December 31, 1996 and 1995 have been incorporated by
reference herein in reliance upon the report of Cannon & Company, independent
certified public accountants, incorporated by reference herein and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of Sunbelt Seeds, Inc. as of November 30, 1997
and January 31, 1997 and 1996 and for the ten-month period ended November 30,
1997 and the years ended January 31, 1997 and 1996 have been incorporated by
reference herein in reliance upon the report of Blackwell, Poole & Company,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
The financial statement of Willamette Seed Co. as of June 30, 1997 and
1996 and for the years then ended have been incorporated by reference herein
in reliance on the report of Price, Koontz & Davies, P.C., independent
certified public accountants, incorporated by reference herein and upon the
authority of said firm as experts in accounting and auditing.
-20-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
------- -------------------------------------------
The expenses in connection with the issuance and distribution of the
securities being registered shall be borne by the Registrant and are estimated
as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Filing Fee................... $28,503.78
Printing and Engraving Expenses.. 3,000.00
Legal Fees and Expenses.......... 10,000.00
Accounting Fees and Expenses..... 10,000.00
Miscellaneous.................... 3,496.22
----------
Total:............................. $55,000.00
==========
</TABLE>
Item 15. Indemnification of Directors and Officers
------- -----------------------------------------
Except to the extent hereinafter set forth, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of the Registrant is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
The Company maintains insurance protecting its directors and officers
against any liability asserted against or incurred by them in such capacity or
arising out of their status as such.
Article Ninth of the Registrant's Certificate of Incorporation provides
for the indemnification of directors and officers to the fullest extent
allowed by the Nevada General Corporation Law ("GCL"), which provides in
relevant part as follows:
Section 78.751:
Advancement of Expenses
1. Any discretionary indemnification under section 5 of this act,
unless ordered by a court or advanced pursuant to subsection 5, may be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
II-1
<PAGE>
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any
contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to section 5 of this
act or for the advancement of expenses made pursuant to subsection 2, may not
be made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Indemnification of Officers, Directors, Employees and Agents.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
II-2
<PAGE>
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
Section 78.752:
Insurance and Other Financial Arrangement Against Liability of Directors,
Officers, Employees and Agents.
1. A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against him and liability and expenses incurred by him
in his capacity as a director, officer, employee or agent, or arising out of
his status as such, whether or not the corporation has the authority to
indemnify him against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.
II-3
<PAGE>
(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any
other person approved by the board of directors, even if all or part of the
other person's stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to personal liability
for his action,
even if a director approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.
5. A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is not
subject to the provisions of Title 57 of the Nevada Revised Statutes.
Article VI of the Registrant's Bylaws provides as follows:
Indemnification
---------------
On the terms, to the extent, and subject to the condition prescribed by
statute and by such rules and regulations, not inconsistent with statute, as
the Board of Directors may in its discretion impose in general or particular
cases or classes of cases, (a) the Corporation shall indemnify any person
made, or threatened to be made, a party to an action or proceeding, civil or
criminal, including an action by or in the right of any other corporation of
any type or kind, domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise which any director or officer
of the Corporation served in any capacity at the request of the Corporation,
by reason of the fact that he, his testator or intestate, was a director or
officer of the Corporation, or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
II-4
<PAGE>
expenses, including attorneys' fees, actually and necessarily incurred as a
result of such action or proceeding, or any appeal therein, and (b) the
Corporation may pay, in advance of final disposition of any such action or
proceeding, expenses incurred by such person in defending such action or
proceeding.
On the terms, to the extent, and subject to the conditions prescribed by
statute and by such rules and regulations, not inconsistent with statute, as
the Board of Directors may in its discretion impose in general or particular
cases or classes of cases, (a) the Corporation shall indemnify any person made
a party to an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation, against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of such action, or in
connection with an appeal therein, and (b) the Corporation may pay, in advance
of final disposition of any such action, expenses incurred by such person in
defending such action or proceeding.
ITEM 16. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
* 5.1 Securities opinion of Snow Becker Krauss P.C.
*23.1 Consent of KPMG Peat Marwick LLP.
*23.2 Consent of Cannon & Company
*23.3 Consent of Price, Koontz & Davies, P.C.
*23.4 Consent of Amper, Politziner & Matia
*23.5 Consent of Blackwell, Poole & Company
*23.6 Consent of Snow Becker Krauss P.C. is included in Exhibit 5.1
to this Registration Statement.
*24.1 Power of Attorney (on signature page)
___________________
* Filed with this Registration Statement.
II-5
<PAGE>
Item 17. Undertakings
------- ------------
The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Act, to treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) For determining liability under the Act, to treat each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering.
(5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the issuer
pursuant to the foregoing provisions, or otherwise, the issuer has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the issuer of expenses
incurred or paid by a director, officer or controlling person of the issuer in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the issuer will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
(6) For determining any liability under the Act, to treat the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and
II-6
<PAGE>
contained in a form of prospectus filed by the issuer under Rule 424(b)(1), or
(4) or 497(h) under the Act as part of this registration statement as of the
time the Commission declared it effective.
(7) For determining any liability under the Act, to treat each post-
effective amendment that contains a form of prospectus as a new registration
statement for the securities offered in the registration statement, and that
offering of the securities at that time as the initial bona fide offering of
those securities.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on
March 10, 1998.
AGRIBIOTECH, INC.
By: /s/ Johnny R. Thomas
----------------------------
Johnny R. Thomas, Chairman
of the Board
POWER OF ATTORNEY
Each of the undersigned hereby authorizes Johnny R. Thomas or Henry A.
Ingalls as his attorneys-in-fact to execute in the name of each such person
and to file such amendments (including post-effective amendments) to this
registration statement as the Registrant deems appropriate and appoints such
persons as attorneys-in-fact to sign on his behalf individually and in each
capacity stated below and to file all amendments, exhibits, supplements and
post-effective amendments to this registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Johnny R. Thomas Chairman of the Board (Principal March 10, 1998
- ------------------------ Executive Officer and Director
Johnny R. Thomas
/s/ Kent Schulze President and Director March 10, 1998
- ------------------------
Kent Schulze
/s/ Henry A. Ingalls Vice President and Treasurer (Principal March 10, 1998
- ------------------------ Financial and Accounting Officer)
Henry A. Ingalls
/s/ Scott J. Loomis Vice President and Director March 10, 1998
- ------------------------
Scott J. Loomis
/s/ John C. Francis Vice President, Secretary and Director March 10, 1998
- ------------------------
John C. Francis
/s/ James W. Hopkins Director March 10, 1998
- ------------------------
James W. Hopkins
/s/ Richard P. Budd Director March 10, 1998
- ------------------------
Richard P. Budd
</TABLE>
II-8
<PAGE>
ITEM 16. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
* 5.1 Securities opinion of Snow Becker Krauss P.C.
*23.1 Consent of KPMG Peat Marwick LLP.
*23.2 Consent of Cannon & Company
*23.3 Consent of Price, Koontz & Davies, P.C.
*23.4 Consent of Amper, Politziner & Matia
*23.5 Consent of Blackwell, Poole & Company
*23.6 Consent of Snow Becker Krauss P.C. is included in Exhibit 5.1
to this Registration Statement.
*24.1 Power of Attorney (on signature page)
___________________
* Filed with this Registration Statement.
<PAGE>
Exhibit 5.1
Snow Becker Krauss P.C.
605 Third Avenue
New York, NY 10158
March 9, 1998
AgriBioTech, Inc.
2700 Sunset Road, Suite 25
Las Vegas, Nevada 89120
Re: Registration Statement on Form S-3 Relating to 7,000,000 Shares of
Common Stock, Par Value $.001 Per Share, of AgriBioTech, Inc.
-------------------------------------------------------------
Gentlemen:
We are acting as counsel to AgriBioTech, Inc., a Nevada corporation (the
"Company"), in connection with the filing by the Company with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), of a registration statement on Form S-3 (the
"Registration Statement") relating to 7,000,000 shares of Common Stock (the
"Shares"), $.001 par value per share, of the Company that may be sold by the
Selling Stockholders.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation and amendments thereto and the Company's Amended and Restated
By-Laws, as each is currently in effect, the Registration Statement, and the
proposed registration and issuance of the Shares and such other corporate
documents and records and other certificates, and we have made such
investigations of law as we have deemed necessary or appropriate in order to
render the opinions hereinafter set forth.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has been duly organized, is validly existing, and in good
standing under the laws of the State of Nevada.
2. The Shares have been duly authorized, legally issued and are fully
paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference in the Registration Statement to
this firm under the heading "Interests of Named Experts and Counsel." In
giving this consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act, or
the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Snow Becker Krauss P.C.
---------------------------
SNOW BECKER KRAUSS P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AgriBioTech, Inc.:
We consent to the use of our reports related to the consolidated financial
statements of AgriBioTech, Inc., the combined financial statements of Germain's
Inc. and W-L Research, Inc., the consolidated financial statements of E.F.
Burlingham & Sons, the financial statements of Olsen Fennell Seeds, Inc. and the
combined financial statements of Seed Corporation of America and Green Seed
Company Limited Partnership incorporated by reference herein and to the
references to our firm under the headings, "Selected Financial Data" and
"Experts" in the Prospectus.
Our report on the AgriBioTech, Inc. consolidated financial statements dated
September 26, 1997, except as to note 2(k) and the twelfth paragraph of note 7,
which are as of February 10, 1998, refers to the retroactive effect of a change
in accounting for convertible preferred stock.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
March 9, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AgriBioTech, Inc.:
We hereby consent to the use of our reports related to the financial
statements of Lofts Seed, Inc. and Budd Seed, Inc. herein and to the reference
to our firm under the heading "Experts" in the Prospectus.
Cannon & Company
Winston-Salem, North Carolina
March 6, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AgriBioTech, Inc.:
We hereby consent to the use of our reports related to the financial
statements of Willamette Seed Co. herein and to the reference to our firm
under the heading "Experts" in the Prospectus.
Price, Koontz & Davies, P.C.
Albany, Oregon
March 9, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation of our report dated September 26, 1996 on
the financial statements of Lofts Seed, Inc. as of June 30, 1996 and 1995 and
for the years ended June 30, 1996 and 1995, which is included in this Form S-3
Registration Statement of AgriBioTech, Inc. and to the reference to our firm
under the caption "Experts" in the Form S-3 Registration Statement.
Amper, Politziner & Mattis, P.A.
Edison, New Jersey
March 9, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AgriBioTech, Inc.:
We hereby consent to the use of our reports related to the financial
statements of Sunbelt Seeds, Inc. herein and to the reference to our firm
under the heading "Experts" in the Prospectus.
Blackwell, Poole & Company
Atlanta, Georgia
February 26, 1998
