<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1998
REGISTRATION NO. 333-07123
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-8
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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
120 Corporate Park Drive
Henderson Nevada 89014
(702) 566-2440
------------------------------------------------------
(Address of principal executive offices)
1994 EMPLOYEE STOCK OPTION PLAN
EMPLOYEE STOCK BONUS PLAN
(Full Title of the Plans)
DR. JOHNNY R. THOMAS, PRESIDENT
120 CORPORATE PARK DRIVE
HENDERSON NEVADA 89014
(702) 566-2440
----------------------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
A COPY OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO THE AGENT FOR
SERVICE, SHOULD BE SENT TO:
ELLIOT H. LUTZKER, ESQ.
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, N.Y. 10158-0125
(212) 687-3860
----------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum Proposed Amount of
Title of Each Class of Amount to be Offering Maximum Registration
Securities to be Registered Registered Price Per Share Aggregate Offering Price Fee
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options 3,315,776 (1) - - (3)
8,102,666 (2) (3)
- - ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 750,000 (4)(5) $ 2.00 (6) $ 1,500,000 $ 517.24 (13)
$.001 per share 1,225,000 (4)(5) $ 2.12 (6) $ 2,597,000 $ 895.52 (13)
200,000 (4)(5) $ 3.00 (6) $ 600,000 $ 181.82 (13)
200,000 (4)(5) $ 4.00 (6) $ 800,000 $ 242.42 (13)
200,000 (4)(5) $ 5.00 (6) $ 1,000,000 $ 303.03 (13)
2,000,000 (5)(4) $ 6.344 (9) $12,688,000 $ 3,844.85 (13)
40,000 (5)(8) $ 4.06 (6) $ 162,400 $ 56.00 (13)
300,000 (5)(8) $ 2.00 (6) $ 600,000 $ 206.90 (13)
859,000 (5)(8) $ 3.8125 (9) $ 3,274,938 $ 1,129.29 (13)
400,000 (8) $ 6.344 (9) $ 2,537,600 $ 768.97 (13)
400,000 (11) $ 3.8125 (9) $ 1,525,000 $ 525.86 (13)
2,098,500 (14) $ 3.00 (14) $ 6,295,500 $ 2,170.86 (13)
25,000 (14) $ 2.12 (14) $ 53,000 $ 18.28 (13)
- - ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 2,068,000 (4)(5) $13.6095 (6) $28,144,750 $ 8,302.70
$.001 per share 2,000,000 (5)(7) $17.50 (12) $35,000,000 $10,325.00
2,000,000 (5)(10) $17.50 (12) $35,000,000 $10,325.00
- - ------------------------------------------------------------------------------------------------------------------------------------
Total ................................................................................. $39,813.74 (15)
=================================================================================================================================
</TABLE>
(1) Represents options granted or to be granted pursuant to the 1994 Employee
Stock Option Plan, as amended (the "1994 Plan") of AgriBioTech, Inc. (the
"Registrant").
(2) Represents options granted or to be granted to consultants and employees
outside of the 1994 Plan (the "Non-Plan Options").
(3) No registration fee is required pursuant to Rule 457(h)(2).
(4) Shares issuable upon exercise of the Non-Plan Options issued and
outstanding.
(5) Includes an indeterminable number of shares of Common Stock which may
become issuable pursuant to the anti-dilution provisions of the 1994 Plan
or the Non-Plan Options, as the case may be.
(6) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) based upon the per share exercise price.
(7) Shares issuable upon exercise of Non-Plan Options available for grant.
(8) Shares issuable upon exercise of options granted under the 1994 Plan.
(9) Calculated solely for the purposes of determining the registration fee
pursuant to Rule 457(c) based upon the closing price of the Common Stock on
the Nasdaq National Market when these shares were first registered.
(10) Shares issuable upon exercise of options available for grant under the 1994
Plan.
(11) Shares issued or issuable under the Registrant's Employee Stock Bonus
Plan.
(12) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the $17.50 closing price of the
Common Stock on the Nasdaq National Market on August 13, 1998.
-ii-
<PAGE>
(13) This amount was paid when the securities were first registered on
Registration Statement No. 333-07123 (filed June 28, 1996) or when Post
Effective Amendment No. 1 was filed (filed July 24, 1997).
(14) Shares issued upon exercise of options at $2.12 and $3.00 per share.
(15) $28,952.70 is being paid with this Post-Effective Amendment No. 2 and
$10,861.04 was paid when the shares were first registered. The number of
securities associated with this additional fee being paid is 6,068,000
shares of Common Stock and 6,068,000 Options.
-iii-
<PAGE>
EXPLANATORY NOTE
This post-effective amendment to the Registration Statement of the Company
on Form S-8 (Registration No. 333-07123, filed on June 28, 1996, amended July
24, 1997) which covered 5,350,442 options included herein and is also intended
to cover (i) an increase in the number of options authorized to be granted under
the 1994 Plan from 1,600,000 to 3,600,000, and an increase of 4,068,000 Non-Plan
Options, including 2,068,000 which have been granted to date, to be used in
connection with acquisitions of companies and as inducements to employ persons
not previously employed by the Company and the underlying shares of the Common
Stock (hereinafter defined) of the Company (collectively, the "Options"), and
(ii) the exercise of the Options.
The contents of the June 28, 1996 Registration Statement on Form S-8, as
amended on July 24, 1997 (the "Form S-8"), except as amended hereby, are
incorporated herein by reference.
<PAGE>
PROSPECTUS
AGRIBIOTECH, INC.
11,418,442 Options
13,941,942 Shares
Common Stock, Par Value $.001
This Prospectus has been prepared by AgriBioTech, Inc., a Nevada
corporation (the "Company) and includes: an aggregate of 3,315,776 options
("Options") granted or to be granted under the AgriBioTech, Inc. 1994 Employee
Stock Option Plan (the "1994 Plan"), 6,102,666 Options granted and 2,000,000
available to be granted outside of the Plan (the "Non-Plan Options") in
connection with the Company's acquisition of other entities and as inducements
to employ persons not previously employed by the Company and the shares of
Common Stock issuable upon exercise of such options; and up to 400,000 shares
issued or issuable under the Company's Employee Stock Bonus Plan. This
Prospectus is also for use upon resale of 2,123,500 shares of the Company's
common stock, par value $.001 per share (the "Common Stock"), outstanding and
held by certain "affiliates" (as defined in Rule 405 under the Securities Act of
1933, as amended) of the Company (the "Selling Shareholders") who have acquired
and may acquire additional shares of Common Stock upon exercise of options
granted or to be granted under the 1994 Plan or under Non-Plan Options. The
maximum number of shares which may be offered or sold hereunder is subject to
adjustment in the event of stock splits or dividends, recapitalization and other
similar changes affecting the Common Stock. It is anticipated that the Selling
Shareholders will offer shares of Common Stock for resale at prevailing prices
on the Nasdaq National Market. See "Plan of Distribution." The Company will
receive none of the proceeds from the sale of the Common Stock offered hereby,
but it will receive the exercise price upon exercise of options. All selling and
other expenses incurred by individual Selling Shareholders will be borne by such
Selling Shareholders.
See "Risk Factors" beginning on page 5 for certain risks of an
investment in the Common Stock.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE 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 amends the Company's Prospectus dated June 28, 1996
and July 24, 1997.
----------------
The date of this Prospectus is August 14, 1998.
<PAGE>
The Company has not authorized any person to give any information or to
make Share any representations in connection with sales of the shares by the
Selling Shareholders other than those contained in this Prospectus. You should
not rely on any information or representations in connection with such sales
other than the information or representations in this Prospectus. The
information in this Prospectus is correct as of the date of this Prospectus.
You should not assume that there has been no change in the affairs of the
Company since the date of this Prospectus or that the information contained in
this Prospectus is correct as of any time after its date. This Prospectus is
not an offer to sell or a solicitation of an offer to buy the Shares in any
circumstances in which such an 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"). In accordance with the
Exchange Act, the Company files reports and other information with the
Securities and Exchange Commission (the "Commission"). You may inspect and copy
reports, proxy statements and other information filed by the Company 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. You may also obtain copies of such material at prescribed
rates, by writing to the Commission, Public Reference Room, 450 Fifth Street,
N.W., Washington, D.C. 20549 or 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-8 (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, you should refer to the
Registration Statement and the exhibits thereto or incorporated by reference
therein. Additional information concerning the Company may be found on the
Company's Worldwide Web site at http://www.agribiotech.com. You may inspect the
---------------------------
Registration Statement, including such exhibits, 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. You may
also obtain copies of these documents, at prescribed rates, by writing to the
Commission's Public Reference Room at the address set forth above.
INFORMATION INCORPORATED BY REFERENCE
The Company has filed the following documents with the Commission, all of
which are incorporated by reference into and made a part of this Prospectus:
-2-
<PAGE>
(i) the Company's Annual Report on Form 10-KSB (as amended on
October 24, 1997, February 17, 1998 and August 11, 1998) 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 March 31, 1996 (as amended on July 12, 1996),
September 30, 1997 (as amended on February 17, 1998 and August
11, 1998), December 31, 1997 (as amended on February 17, 1998
and August 11, 1998) and March 31, 1998 (as amended on August
11, 1998) ("Forms 10-Q");
(iii) the Company's Current Reports on Form 8-K for October 30, 1996
(as amended on January 13, 1997, February 17, 1998 and August
11, 1998), May 15, 1997 (as amended on July 29, 1997, February
17, 1998 and August 11, 1998), June 18, 1997, August 22, 1997
(as amended on September 26, 1997, February 17, 1998 and August
11, 1998), October 22, 1997, December 1, 1997, January 6, 1998
(as amended on March 10, 1998, March 30, 1998 and August 11,
1998), January 9, 1998 (as amended on March 10, 1998, March 30,
1998 and August 11, 1998), January 26, 1998, (as amended on
March 30, 1998 and August 11, 1998), March 31, 1998, April 8,
1998, May 22, 1998, June 23, 1998 and August 11, 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 for its
Annual Meeting held on February 23, 1998; and
(vi) all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment
that indicates that all the securities offered hereby have been
sold or that deregisters all the securities remaining unsold.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein may be modified or superseded for purposes of
this Prospectus by a statement contained in this Prospectus or in any other
document that is filed after the date of this Prospectus that also is or is
deemed to be incorporated by reference herein. Any statement that is so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as modified or superseded.
The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
any statement not misleading in light of the circumstances in which it was made.
-3-
<PAGE>
Copies of all documents that are incorporated by reference herein (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 AgriBioTech,
Inc., Attention: Secretary, 120 Corporate Park Drive, Henderson, NV 89014;
telephone number (702) 566-2440.
ACQUISITIONS, DESCRIPTION OF OTHER INDEBTEDNESS,
RECENT DEVELOPMENTS AND WEB SITE DISCLOSURES
ACQUISITIONS
Since the Company commenced its acquisition program in January 1995, it has
acquired all or part of 29 seed companies and has signed agreements to acquire
two aditional seed businesses, all as described in the tables below.
<TABLE>
<CAPTION>
APPROXIMATE
REVENUE FOR
LAST YEAR APPROXIMATE
PRIOR TO PURCHASE
AGRIBIOTECH EFFECTIVE ACQUISITION PRICE
ACQUISITIONS(1) DATE (IN MILLIONS) (IN MILLIONS) DESCRIPTION OF BUSINESS
--------------- --------- ------------- ------------- ------------------------
<C> <C> <C> <C> <S>
Seed Resource................ Jan 95 $ 1.6 $ 1.1 Distribution, production
and research in Texas of
proprietary sorghum,
sudan grass, ryes &
millets in the U.S.,
Mexico and Europe.
Scott Seed Company........... Mar 95 $ 5.5 $ 1.5 Distribution of
proprietary alfalfa
varieties, clover
varieties, pasture
mixes, turfgrass
varieties and corn
hybrids in Kentucky and
Southern Indiana.
Hobart Seed Company.......... Apr 95 $ 3.3 $ 1.7 Distribution of alfalfa,
field seeds and lawn and
garden supplies in Okla-
homa, Texas and Kansas.
Sphar Seed Company........... July 95 $ 2.1 $ 0.3 Markets proprietary al-
falfa varieties, clover
varieties, pasture mix-
es, turfgrass varieties
and corn hybrids
throughout Kentucky and
Southern Indiana.
Halsey Seed Company.......... July 95 $ 1.2 $ 1.1 Distribution of alfalfa,
field seeds and turf
seeds in New York and
New England.
Arnold Thomas Seed Service... Oct 95 $ 2.3 $ 0.9 Production and seed
cleaning facilities in
Washington with access
to grass, clover and
alfalfa seed production
areas in the Northwest.
Clark Seeds.................. Oct 95 $ 4.1 $ 2.2 Distribution, production
and seed cleaning facil-
ities in Idaho and Ore-
gon.
Doug Conlee Seed............. Jan 96 $ 1.0 $ 0.6 Distribution of forages,
proprietary sorghum and
sudan grass germplasm
from Texas.
Beachley-Hardy Seed.......... Feb 96 $ 9.7 $ 4.1 Distribution of proprie-
tary forage and
turfgrass products,
Roundup-ready soybeans
and high-oil corn in the
Northeast.
Michigan Hybrid Seed......... Jun 96 Nil Nil Distribution of proprie-
tary alfalfa varieties
and hybrid seed corn in
Michigan.
W-L Research and Germain's... Sept 96 $22.2 $16.2 W-L is a leading alfalfa
research company. See
"Description of
Business--Research and
Development" in the Form
10-KSB. This company has
a strong base of
franchised distributors
in the U.S. and several
foreign countries.
Germain's is one of the
oldest, best recognized
regional seed companies
in the Western U.S. with
more people serving more
Western States than any
other forage or
turfgrass seed company.
The 127-year-old company
markets hybrid corn,
alfalfa, turfgrass,
clover, pasture grass
and clover crop seed in
the Western U.S. &
Mexico.
E.F. Burlingham & Sons(2).... Apr 97 $35.6 $ 9.6 Distribution, production
and research in Oregon
of turfgrass seed with
many varieties scoring
as leading performers in
official national turf
evaluation tests.
Sexauer Seed................. Apr 97 $10.3 $ 3.2 Distribution and produc-
tion of forages in South
Dakota with 106 years of
history.
Olsen Fennell Seeds.......... Jun 97 $28.6 $15.2 Distribution and
production in Oregon
with good germplasm in
turf seeds and non-
alfalfa forages.
LaCrosse Seed................ Jul 97 $ 9.4 $ 7.0 Distribution of alfalfa,
field seeds and
turfgrass seeds in the
upper Midwest.
Lofts Seed(3)................ Jan 98 $74.7 $33.1 Distribution, production
and research company,
based in North Carolina.
Lofts Seed is a premier
turfgrass seed company
with national and
international sales.
Seed Corporation of America.. Jan 98 $39.8 $ 9.2 Distribution of forage
and turfgrass seed
nationwide.
Discount Farm Center......... Feb 98 $ 5.9 $ 3.1 Distribution of forage
small grains, other for-
ages and birdseed in the
Midwest.
Kinder Seed.................. Feb 98 $ 3.1 $ 3.5 Distribution of forages
and turfgrasses in the
Northeast.
Las Vegas Fertilizer......... Jan 98 $16.0 $12.4 Distribution of
turfgrass to golf
courses and lawn and
garden products to home
improvement centers,
mass merchandisers and
nurseries in Nevada,
California, Utah, Idaho
and Wyoming.
Ohio Seed Company............ Mar 98 $ 9.3 $ 3.8 Distribution of forages
and turfgrasses in Ohio
and Michigan.
Van Dyke Seed................ Jan 98 $10.5 $ 8.2 Distribution and produc-
tion of forage crops in
Oregon.
Zajac Performance Seed....... Jan 98 $ 8.5 $ 6.6 Distribution and
production of private
label proprietary
turfgrass varieties to
independent wholesale
distributors in New
Jersey and Oregon.
Peterson Seed Company........ May 98 $11.8 $ 6.3 Distribution of alfalfa,
clovers, turf mixes and
other forages.
W-D Seed Growers Idaho....... June 98 $14.2 $12.1 Production and seed
cleaning facilities in
Idaho and Nevada.
Fine Lawn Research........... July 98 $ 5.1 $ 2.7 A leading production
company; owns several
proprietary turf
varieties that exhibit
outstanding performance.
Distribution of
proprietary rye grass
and turf type tall
fescue to professional
users.
Geo. W. Hill of Indiana...... July 98 $ 4.9 $ 1.5 Distribution of alfalfa,
clovers and turf mixes
to farmers, homeowners
and landscapers; will
significantly strengthen
ABT's midwest
distribution base.
Geo. W. Hill & Co............ July 98 $20.8 $ 6.3 Distribution of turf
mixes, perennial rye
grass, turf type tall
fescue to homeowners and
landscapers; also lawn
and garden supplies,
fertilizers and
chemicals to retail
stores and nurseries.
Arrowhead Enterprises, Inc.
(d/b/a J&M Seed Company).... August 98 $ 9.2 $ 3.4 Distribution of alfalfa,
clovers, turf mixes,
other forages, and
reclamation seed
products. The Company
believes this to be an
excellent complement to
the existing
distribution base in
Kentucky and West
Virginia.
</TABLE>
- - --------
(1) Other than as described in notes (2) and (3) below, during the last five
years none of the Company's significant acquisitions has been involved in
a significant corporate transaction including, but not limited to (a) any
bankruptcy, receivership or similar proceedings or (b) any material
reclassification, merger, consolidation, or purchase or sale of a
significant amount of assets not in the ordinary course of business.
(2) In May 1994, Douglas Pope and Greg McCarthy, the principal shareholders of
E.F. Burlingham, who sold such company to ABT, purchased the Company from
George Burlingham.
(3) Includes Lofts Seed Inc. and Budd Seed, Inc., which are companies under
common control. The stockholders of Budd Seed, Inc. acquired Lofts Seed
Inc. on June 28, 1996.
The following two seed business acquisitions are pending, and are both
expected to be completed in August 1998.
<TABLE>
<CAPTION>
APPROXIMATE
REVENUE FOR
LAST YEAR APPROXIMATE
ANTICIPATED PRIOR TO PURCHASE
AGRIBIOTECH EFFECTIVE ACQUISITION PRICE
ACQUISITIONS DATE (IN MILLIONS) (IN MILLIONS) DESCRIPTION OF BUSINESS
------------ ----------- ------------- ------------- ------------------------
<C> <C> <C> <C> <S>
Willamette Seed Company.. August 98 $41.8 $13.6(1) Production and
distribution of
turfgrass seed to
wholesale distributors
in the U.S. and
internationally; also
distribution of
fertilizer to farmers.
Oseco.................... August 98 $ 9.4 $ 4.5(1) Distribution of alfalfa,
turf mixes, bluegrass,
ryegrass, forage grasses
and clovers to farmer
dealers, elevators,
nurseries and
landscapers. Also owns a
production facility for
cleaning, processing of
alfalfa and a seed
coating plant.
</TABLE>
- - --------
(1) Estimated based on signed agreements.
DESCRIPTION OF OTHER INDEBTEDNESS
Revolving Credit Facility
The Company entered into a Revolving Credit Facility (the "Revolving Credit
Facility") pursuant to a Loan and Security Agreement dated as of June 23,
1998, with BankAmerica Business Credit, Inc. ("BABC"), as agent, and Deutsche
Financial Services Corporation ("DFSC") as administrative agent and certain
financial institutions, as lenders, including BABC and DFSC. Under the
Revolving Credit Facility, the Company has a maximum borrowing availability of
up to $100 million (subject to a borrowing base computation and compliance
with certain financial covenants), and may borrow, repay and reborrow
revolving loans and request BABC as agent to cause letters of credit to be
issued for the account of the Company. The Revolving Credit Facility expires
on June 23, 2001. As of August 13, 1998, the Company had borrowed
approximately $53 million. The proceeds of the Revolving Credit Facility are
used for working capital and other general corporate purposes.
The Company may elect to borrow revolving loans under the Revolving Credit
Facility as "LIBOR Loans" or "Base Rate Loans." Base Rate Loans are loans that
bear interest at a variable rate equal to the "reference rate" of Bank of
America National Trust and Savings and Association (the "Bank") plus 1.125%
and LIBOR Loans bear interest at a variable rate of interest equal to the
applicable "London Interbank Offered Rate" of the Bank plus 2.375% for a one,
two or three month interest period, as selected by the Company. The variable
rate of interest averaged 8.4% per annum at August 13, 1998.
The Revolving Credit Facility is secured by collateral consisting of
substantially all the assets (excluding fixed assets and real property) of the
Company and its subsidiaries whether now owned or existing or hereafter
acquired in which a security interest may lawfully be granted, including,
without limitation, accounts receivable, inventory, intellectual property, the
proceeds therefrom and all of the capital stock of the Company's subsidiaries.
Each of the Company's domestic subsidiaries is a co-borrower under the
Revolving Credit Facility and new acquisitions are required to become co-
borrowers by signing a joinder agreement. The terms of the Revolving Credit
Facility contain operating and financial covenants, including, without
limitation, requirements to maintain minimum ratios of cash flow to debt
service and a maximum ratio of total debt to equity. Standard & Poor's
assigned its single "B" rating to the Revolving Credit Facility and a single
"B" corporate credit rating to the Company.
Bridge Facility
The Company has entered into a bridge loan facility (the "Bridge Facility")
pursuant to a Bridge Loan Agreement dated as of July 3, 1998 with Deutsche
Bank AG, New York Branch, which provided the Company with $15 million of
unsecured bridge financing in connection with certain pending acquisitions. The
Bridge Facility matures on January 4, 1999 and consists of Base Rate Loans and
Euro-Dollar Rate Loans. The interest rate is 3.5% above the Base Rate or the
Euro-Dollar Rate prior to September 7, 1998, 5.5% per annum above such rates
from then to November 7, 1998 and 7.5% above such rates thereafter, and
currently bears interest at a variable rate equal to 9.125% per annum.
Long-Term Debt
The Company currently has approximately $10.6 million of long-term debt
secured by real estate and equipment. Such debt is repayable over periods of
up to 10 years and bears interest at rates ranging from 7.3% to 10.0% per
annum.
RECENT DEVELOPMENTS
Biotechnology Alliances
The Company's first biotechnology alliance, announced in March 1998, is its
agreement to fund research by the Samuel Roberts Noble Foundation ("Noble") to
use transformed plants to develop alfalfa with improved digestibility
utilizing genes developed by Noble, a not-for-profit research institute
located in Oklahoma. Digestibility is one of the major measures of hay quality
and an important determinant of the price per ton.
On July 24, 1998, the Company announced it had signed a letter of intent
with Global Agro, Inc. ("Global Agro") to enter into a biotechnology license
agreement and an equity stake agreement. As an equity owner in Global Agro,
the Company will have worldwide rights, exclusive in certain crops, to
technology at Global Agro, including rights to technology from The Salk
Institute for Biological Studies. Global Agro has an agreement with The Salk
Institute which will permit the Company to commercialize and license specific
proprietary technologies developed by The Salk Institute's Plant Biology
Laboratory. The Salk Institute is an equity owner of Global Agro. The
Company's worldwide exclusive technology rights are for all turfgrass species
and for all forage grasses and certain legumes.
On July 27, 1998, the Company announced that it had signed a letter of
intent with FFR Cooperative ("FFR") to form a long-term, worldwide research
alliance to develop and commercialize improved proprietary seed products. FFR
was founded approximately 40 years ago by several regional farmer owned
cooperatives to breed genetically improved varieties of a number of crop
species. FFR has a well established breeding program and germplasm base in a
number of important forage species, including orchard grass, red clover, tall
fescue and timothy and has breeding programs in alfalfa, corn, soybeans, and
wheat. Under the agreement, the Company will market under private label new
genetically improved varieties of orchard grass, red clover, tall fescue and
timothy developed by FFR through the Company's worldwide distribution system.
FFR members and affiliates will be the only other distributors of FFR
varieties in those species. The agreement also provides for the Company to
introduce genes into the forage germplasm using biotechnology tools and to
market such improved products through the distribution system of the regional
cooperative owners of FFR. See "Web Site Disclosures" below.
WEB SITE DISCLOSURES
In the following paragraphs, the Company is disclosing information discussed
in the Company's Web Site, including forward-looking information, that is not
otherwise set forth in this Prospectus or incorporated by reference herein.
Forward-looking and other statements in this section, as well as elsewhere in
this Prospectus, reflect the good faith judgment of the Company's management,
and were solely based on facts and factors known by the Company at the time
such statements were made. Except where otherwise indicated, the following
statements in this section have not been updated since they were made.
Forward-looking statements are inherently subject to risks and uncertainties,
and actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. The risks and
uncertainties that could cause or contribute to such differences in results
and outcome include without limitation, the Company's historical lack of
profitability, need to manage its growth, intense competition in the seed
industry, seasonality of quarterly results, as well as those factors discussed
under "Risk Factors" and elsewhere in this Prospectus and in any documents
that are incorporated into this Prospectus by reference.
AgriBioTech Mission Statement. "To become the premier forage and turfgrass
seed company in the world, while also providing a full service seed product
line. AgriBioTech, Inc. is committed to providing superior, value added seed
varieties and superior service. The ultimate goal is to achieve a 45% market
share in forage and turf seed by the year 2000 with annual revenues exceeding
$500 million."
Chairman's Update--March 4, 1998. "Building "Franchise Value' will continue
to be management's primary focus for the foreseeable future. The AgriBioTech
vision has been to build a strong platform consisting of industry leading
germplasm, industrial leading market share through an established distribution
base, all managed by world-class experienced personnel who excel in developing
and marketing value-added propriety products. I have always believed that the
successful assembly of such a platform would make AgriBioTech the partner of
choice for biotechnology developers wishing to participate in the forage and
turfgrass seed sector. I am pleased to report that our platform is
exceptionally strong and it appears we will achieve all the goals we had set
for December 31, 2000 by December 31, 1998--two years ahead of schedule!"
"Recent appreciation in the share prices and resulting market capitalization
of DEKALB and Delta Pine within our peer group are due, in my opinion, to the
"scarcity' of seed companies with large seed revenues, distribution base and
exceptional germplasm. There are only a few companies that have these
characteristics and we are one of them. Our revenues are substantially larger
than the revenues of Delta Pine and almost equal to DEKALB's. Our germplasm
base is exceptional! Consequently, I believe that AgriBioTech is grossly
under-valued. Based on the market prices of AgriBioTech in relation to our
peer group, compared to my current perception of the relative "Franchise
Value' of AgriBioTech and our peer group, as CEO, I will not authorize
AgriBioTech to file an underwritten public offering of its Common Stock while
our share price is below $20 per share."
"We expect to have several biotechnology agreements by June 30, 1998. Each
of which will contribute to "Franchise Value' and maximizing shareholder
value." This quote was subsequently qualified in the Chairman's Update dated
June 22, 1998, as follows--"Biotechnology/Gene Access: ABT continues to
negotiate with a large number of parties for gene access. Negotiations are
proceeding well. As you know, I have indicated to shareholders that we
expected to enter into a second agreement before June 30. This remains a
possibility, but we will not hasten the process simply to meet my June 30
prognostication. Shareholders can rest assured that ABT is the "partner of
choice' for a number of genes, from a variety of sources." As disclosed under
"Recent Developments" above, and as set forth under "Company News" in the
Company's Web Site, on July 27, 1998, the Company announced that it had signed
a letter of intent with FFR Cooperative to form a long-term worldwide research
alliance to develop and commercialize improved proprietary seed products. In
its July 27, 1998 press release the Company stated that: "AgriBioTech
management estimates that AgriBioTech's forage grass market share coupled with
those who distribute FFR's products exceeds 55% in the United States."
A graph from the Company's 1996 Annual Report to Shareholders was reproduced
in response to shareholder questions on the time frame for gross margin
increase through product shifts and implementation of classic consolidation
efficiencies. The graph showed nominal profitability during the first two
years with the curve starting to increase in year three, further increasing in
year four, and then significantly increasing in year five.
Furthermore, it was pointed out that significant integration could not begin
until the Company achieved a minimum critical mass, first achieved in calendar
1998, as illustrated in the chart below. The following chart illustrated the
Company's growth based on dates relative to the Company's annual meeting dates
using estimates and approximations of ABT's relative size from acquisitions
(completed and pending) to those dates:
<TABLE>
<CAPTION>
PROJECTED
1/1/95 2/2/95 2/2/96 2/2/97 2/2/98 2/2/99
------ ------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
NUMBER OF COMPANIES (Acquired or
Pending)......................... 0 2 8 11 24 *30
NUMBER OF EMPLOYEES............... 5 50 165 200 730 *900
ANNUALIZED REVENUE $(MILLION)..... 0 10 31 64 372 +500
STOCK PRICE $..................... 0 2.50 2.48 3.18 14.50 ?
</TABLE>
- - --------------
* = Represents approximately equal to.
+ = Represents Greater than.
April 1, 1998 Chairman's Update. Following the Company's entering into its
first biotechnology alliance in March 1998 with the Samuel Roberts Noble
Foundation ("Noble") to use transformed plants to develop alfalfa with
improved digestibility utilizing genes developed by Noble, the following two
statements were made under the subheading "Biotechnology/Gene Access":
"Shareholders should evaluate each of our biotechnology agreements
(including specific genes) on their contribution to our Franchise Value. Each
gene and agreement contributes to our Franchise Value in two ways: the amount
of potential increase in profit to our end user customers and the Company due
to value created in the market (e.g., additional profit per acre X number of
acres); and, cost to the Company to gain access to a gene or technology, as
measured by development expense and royalties owed during marketing."...
"Digestibility is one of the major measures of hay quality and an important
determinant of price per ton. Small increases in digestibility result in large
increases in the value of the hay crop. A 1% increase in digestibility would
significantly increase the value of hay as a feed for milk or meat production.
Such an increase applied to the entire hay crop in the U.S. would translate
into a $500 million increase in the value of hay harvested at the end user
level. Given the four year harvest life of varieties, this translates into
$2.0 billion of extra hay value." [See "Recent Developments" above.]
"Negotiations for additional acquisitions continue as we seek to reach an
annualized revenue base of $500 million by December 31, 1998, two full years
ahead of our original schedule."
The following statement was made under the subheading "Equity Funding"--"The
$30.5 million equity placement helped us achieve the following important
goals: . . . Broadened our shareholder base with quality investors who
understand the seed industry and consequently are likely to be long-term
holders of seed stocks."
June 22, 1998 Chairman's Update. Monsanto (MTC) Acquisition of DEKALB (DKB)
and Delta & Pine Land (DLP). "The May 11, 1998 announcement of the acquisition
of DEKALB Genetics Corporation and Delta & Pine Land by Monsanto at a purchase
price of over 7 times revenues was an excellent validation of AgriBioTech's
management strategy. Our "Franchise Value' focus is to make ABT a mirror image
of Pioneer and Delta & Pine Land (industry leading market share, industry
leading germplasm and research, and world class value added/operations
personnel). These two acquisitions, coupled with previous investments by
Dupont (DD) in Pioneer (PHB) and Dow (DOW) in Mycogen (MYCO) are certainly
positive developments for AgriBioTech. Shareholders should recognize that ABT
management has achieved only a portion of our "Franchise Value' goals.
Consequently, shareholders should not expect a valuation today of 7 times
revenue. However, it is reasonable to expect valuation multiples greater than
today's 2.5 times revenue multiple. The "Franchise Value' tasks which need to
be accomplished in the short term can best be accomplished by current
management. Consequently, it is most likely that an initial equity investment
(if any) by one of the larger life science companies would be a minority
ownership investment at this time."
Monsanto/Research Seeds Alfalfa Agreement--"Roundup Ready(R) alfalfa will be
an important value added trait, but there are a number of other genes which
will contribute more value to the end user, such as ABT's digestibility work
with The Noble Foundation. ABT is focusing initial resource commitments on
traits with maximum economic value and for which we can negotiate "freedom to
operate' through commercialization, not just "freedom to operate' through
research and development."
Financial Information. Human Assets. The Company announced that on January
1, 1998 two key positions were filled, that of President and Chief Operating
Officer and Vice President, Director of Research. The respective biographies
of Kent Schulze, President, and Dr. Thomas B. Rice, Vice President, appear in
the Company's Proxy Statement dated January 20, 1998. See "Information
Incorporated by Reference."
This section includes the following biographies of various other employees
which also appear in the Company's 1997 Annual Report to Shareholders, none of
whom, except Dr. Rice, are executive officers of the Company.
"Dr. Thomas B. Rice, Vice President, Director of Research, who will join the
Company January 1, 1998 was formerly with DEKALB Genetics Corporation, where
he served 10 years as Director of Research and subsequently as President and
Chief Operating Officer of DEKALB Plant Genetics, a subsidiary. Tom was the
architect of DEKALB'S highly successful biotechnology effort, starting at
Pfizer in 1976 where he initiated, managed and directed the plant
biotechnology effort. This program later became DEKALB's highly productive
effort as a result of a joint venture with Pfizer. Tom's program developed the
first genetically engineered corn and received the first product patents for
corn, covering insect resistance (Bt), herbicide tolerance and improved
nutritional quality. During his seed industry career, Tom has had direct
management experience in the areas of international subsidiaries, strategic
alliances, breeding and biotechnology R&D, intellectual property rights,
strategic planning and technology transfer. He will lead ABT's R&D and
biotechnology efforts to optimize the Company's planning and investments in
this critical area and in exploring the possibilities associated with
licensing in and/or collaborating in the development of biotechnology traits,
products and processes. Tom received a Ph.D. in genetics from Yale University
in 1973, and was a Post-Doctoral fellow of Brookhaven National Laboratory and
a Research Associate at Michigan State University before joining Pfizer.
Keith Sandberg, National Sales Director, was formerly Area Manager for the
Central and Southern Regions of Cargill Hybrid Seeds, a division of Cargill,
Inc., the largest privately owned company in the U.S. Keith was responsible
for the sales and commercial development activities to support Cargill's corn,
alfalfa and sorghum product lines. From 1987 to 1993, Keith was responsible
for Sales, Sales Administration and Technical Services, Central and Southern
Regions, for Cargill, based in Aurora, Illinois. Keith managed all sales and
agronomy activities for Cargill's seed products in the Central and Southern
regions, and had primary responsibilities for managing the integration of the
seed brands PAG, Paymaster and Cargill. From 1981 to 1987, Keith managed North
American Sales for the Paymaster Brand and had product line responsibility for
Cargill's corn business in Canada.
Bruce J. Ceranske, General Manager of W-L Research, was formally a District
Sales Manager for all or parts of Wisconsin, Minnesota, Michigan and Iowa, for
Cargill Hybrid Seeds based in Waupaca, Wisconsin since 1989. In addition,
Bruce was selected to Cargill Hybrid Seeds Corn Business Management Team and
Forage Management Team, which selected corn and alfalfa germplasm for
production, and commercialization. Currently, Bruce is managing W-L Research,
based in Evansville, Wisconsin. W-L Research is a world leading alfalfa
research company with varieties marketed globally.
Keith Flynn, Forage Business Unit Director, holds a BS degree in Plant
Breeding & Genetics from the University of Reading, England. Keith was
formerly Vice President of Alfalfa, Wheat and International (1994 to 1997) for
Agripro Seeds, a wholly owned subsidiary of Helena Chemical Co. Keith directed
three profitable business units with research, production, sales and marketing
as direct reporting functions. From 1972 to 1994, Agripro Seeds and its
predecessors were owned by Shell Oil and The Royal Dutch Shell Group. Keith
held increasingly important positions in sales, marketing, product management
and general management. He has extensive knowledge of both national and
international seed business and brings 25 years of broad seed experience to
ABT.
Doug Elkins, Western Regional Sales Manager joined Germain's Seeds in 1978
as a Washington State Sales Representative. He was promoted to Sales Manager
in 1980, to Division Manager in 1987 and to Chief Executive Officer in 1992.
Prior to joining Germain's, Doug was employed at Ferry Morse Seed Company and
Helena Chemical. He has 24 year of experience in the seed business and served
as President of the Pacific Seed Association and currently serves as President
of the California Seed Association and holds a position on the California Seed
Advisory Board. As the Western Regional Sales Manager he has the primary
responsibility and oversight of sales and marketing for the western region of
ABT which includes Germain's Seeds and Hobart Seed Co.
Greg S. Fennell started in the seed business as a shipping coordinator in
1979, became active in seed sales in 1980 and in 1986 co-founded Olsen Fennell
Seeds, Inc. with James E. Olsen. They developed Olsen Fennell into an industry
leading turf and forage seed company with revenues in excess of $35 million.
Greg's primary responsibility at Olsen Fennell is income production where he
dedicates most of his time to distributor sales and the creation and
implementation of marketing plans for proprietary turf and forage grasses. He is
responsible for international sales, and concentrates much of his domestic
marketing efforts in the Midwestern and Southern states. Greg graduated from the
University of Oregon with a major in Business Management.
Greg McCarthy's career in the seed business began in 1976 as an agronomist
and field representative for E.F. Burlingham & Sons. Greg is experienced in
various aspects of seed management procurement and international sales. Greg
and Doug Pope purchased Burlingham in 1994 and have guided the company into
becoming an industry leading turf and grass seed research, production and
distribution company with net sales in excess of $36 million. Greg is
responsible for directing Burlingham's research and development department. He
also is responsible for the procurement and purchasing of seed, including the
program for production of proprietary seed varieties and maintaining
relationships with seed growers. Greg graduated from Oregon State University
with a major in Agronomic Crop Science.
James E. Olsen started in the seed business in 1983 as a sales trainee at DM
Combs, Co., and in 1986, co-founded Olsen Fennell Seeds, Inc. with Greg
Fennell. They developed Olsen Fennell into an industry leading turfgrass and
forage seed company with revenues in excess of $35 million. James is
responsible for oversight of all production contracts, grower relations and
breeding work for Olsen Fennell Seeds. He also has responsibilities for
domestic sales on proprietary products for both turfgrass and forage seeds. He
graduated from Willamette University with a major in Philosophy.
Michael Peterson, Ph.D., Director of Research, W-L Research, Inc., joined W-
L Research, Inc. in 1982. His responsibilities include the coordination of all
alfalfa breeding and product development activities at the four W-L alfalfa
research stations. He is also responsible for technical product support for
the W-L Research franchise and private label sales as well as coordination of
all W-L contract and joint venture projects. He attended the University of
California at Davis where he received a Bachelor of Science degree in Agronomy
in 1978. Mike also attended the University of Minnesota where he received his
Masters of Science and a Doctoral degree in Plant Breeding in 1982.
Doug Pope started in the seed business in 1983 when he joined E. F.
Burlingham & Sons. Prior to that he was an Account Executive for the Bell
Telephone System. Doug and Greg McCarthy purchased Burlingham in 1994 and led
it into becoming an industry leading turf and grass seed research, production
and distribution company with revenues in excess of $36 million. Doug is the
Chief Operating Officer of Burlingham and is responsible for domestic sales
which includes program and product development for Burlingham's customer base.
Doug oversee's the daily functioning of Burlingham including shipping and
warehousing. Doug graduated from Penn State University with a major in
finance.
1997 Annual Report to Shareholders
Dear Fellow Shareholders Letter
"In 1995, we set out to consolidate two important seed sectors and gain 45
percent market share by the year 2000; we are 12 to 18 months ahead of our
target schedule for achieving this goal. The annualized revenues from our
completed acquisitions mean that today we are approximately double the size in
market share of the second leading company. When pending acquisitions are
closed, the Company's market share position will be roughly 3.5 times that of
the largest competitive forage and cool season turfgrass seed company."
"To date, the Company has maintained historical revenues while increasing
same store sales by roughly 7 percent as a result of our consolidation
strategy."
"In Fiscal 1998, we expect to achieve full-year profitability because our
Company now has a strong platform of research and development through
traditional genetic breeding programs, seed processing plants, and national
and international distribution and sales networks for most forage and cool-
season turfgrass species."
"We have strong management. We are number one in market share, and we have
an industry-leading germplasm position. We expect continued growth in sales,
assets and equity in 1998."
"Respected and knowledgeable analysts predict that the agricultural
biotechnology market will grow to $12 to $14 billion a year within seven to
eight years."
Industry And Strategy Review
"Recently, however, margins in the industry have begun to expand as
increasingly larger and more sophisticated farmers and other users have moved
away from public varieties toward higher yielding proprietary varieties.
Proprietary varieties have desirable attributes such as improved nutritional
quality and disease and insect resistance. Additionally, protection of
intellectual property in the seed industry (variety rights) has recently been
firmly established by federal legislation (1994) and an important and
favorable U.S. Supreme Court ruling for seed companies (1995).
Prior to the launch of ABT's acquisition plan in 1995, no seed company
achieved the necessary size and scope of operations in the forage and
turfgrass seed sectors to develop higher yielding and better performing
proprietary varieties for national markets. The leading U.S. and global seed
companies and industry players--Pioneer Hi-Bred International, Inc., DEKALB
Genetics Corporation, Novartis AG, Delta and Pine Land Company, Monsanto Co.,
and The Dow Chemical Company--have focused on and invested in other important
seed sectors like corn, cotton and vegetables. The leaders in these sectors
have used investment in traditional seed breeding R&D and vertical integration
to generate annual returns on equity in the 20 percent range, and because of
their leadership positions are now realizing sizable additional returns and
profits due to the commercialization of higher-value biotechnology-based seed
products."
Biotechnology and Biotechnology Access
"The impact of biotechnology on the value of agricultural crops can be
great. The soybean crop in the U.S. is a present day example of what can
happen when value-added, biotechnology produced seeds are developed and
marketed. Prior to the introduction of Roundup Ready(R) soybean seed in the
U.S. (seed genetically engineered to be tolerant to a specific, efficacious
and cost-effective herbicide) farmers spent between $800 and $900 million on
soybean seed in the U.S. In 1998, 20-25 percent, of all U.S. soybean acres are
expected to be planted with these seeds generating increased value for seed
companies and the technology's owner of $200 to 250 million."
Functional Planning, Vertical Integration and Efficiencies
"Market share at the acquired companies has been maintained. In fact, sales
and revenues growth have been realized at certain, key combined operations.
Improved customer service and a superior product offering, among other things,
accounts for this and is indicative of what the Company intends to achieve and
improve upon with other acquired businesses.
Management believes that these planning, integration and optimization
efforts are typical of others to come as the Company grows and builds upon its
acquisition program success. Operationally, Management's plans are to increase
the profitability of both the Company and its customers by implementing the
[following strategies]."
-4-
<PAGE>
RISK FACTORS
This Prospectus (including without limitation the following Risk Factors)
contains forward-looking statements (within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act) regarding the Company and
its business, financial condition, results of operations and prospects. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," and similar expressions or variations of such words are intended to
identify forward-looking statements, but are not the exclusive means of
identifying forward-looking statements in the Prospectus.
Although forward-looking statements in this Prospectus reflect the good
faith judgment of the Company's management, such statements can only be based on
facts and factors currently known by the Company. Consequently, forward-looking
statements are inherently subject to risks and uncertainties, and actual results
and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. Factors that could cause or contribute to such
differences in results and outcomes include with limitation those discussed
below as well as those discussed elsewhere in this Prospectus and in any
documents that are incorporated into this Prospectus by reference. Readers are
urged not to place undue reliance on these forward-looking statements, which
speak only as of the date of this Prospectus. The Company undertakes no
obligation to revise or update any forward-looking statements in order to
reflect any event or circumstance that may arise after the date of this
Prospectus. Readers are urged to carefully review and consider the various
disclosures made by the Company in this Prospectus, the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1997, as amended, as well as the
various other documents listed under the heading "Information Incorporated By
Reference," all of which have been filed with the Commission, and attempt to
advise interested parties of the risks and factors that may affect the Company's
business, financial condition and results of operations and prospects.
Recent Rapid Growth; Ability to Manage Growth. The Company has acquired all
---------------------------------------------
or part of 29 companies in the forage and turfgrass seed sector since January 1,
1995, has signed agreements to acquire two additional seed companies (the
"Pending Acquisitions"), and intends to expand current levels of operations. The
Company has experienced significant revenue growth and has expanded the number
of its employees and the geographic scope of its operations. These factors have
resulted in increased responsibilities for management personnel. This rapid
growth 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, the
Company's 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
Operation" in the
-5-
<PAGE>
Forms 10-Q (collectively, "MD&A"), and "Description of 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 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 "Description of Business - Acquisition Program" in the Form 10-KSB.
No Assurance of Future Acquisitions. The Company has experienced
-----------------------------------
significant growth in net sales, from approximately $26 million in the fiscal
year ended June 30, 1996 ("Fiscal 1996") to $66 million in the fiscal year ended
June 30, 1997 ("Fiscal 1997"), and to pro forma net sales of approximately $407
million for Fiscal 1997 reflecting completed acquisitions and the Pending
Acquisitions. This growth is attributed primarily to 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.
While the Company has been able to complete 29 acquisitions during the last
three and one half years, the Company may not make as many acquisitions in the
future as a result of, among other things, its achieving its leading market
position. The Company generally intends to seek to acquire companies that
specialize in research and development, processing, and distribution. 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 may, in certain circumstances, compete for acquisition
candidates with entities that have substantially greater resources than the
Company.
Potential Liabilities Associated with Acquisitions. The businesses acquired
--------------------------------------------------
by the Company may have liabilities that the Company did not discover or may
have been unable to discover during its pre-acquisition investigation, including
liabilities arising from environmental contamination or non-compliance by prior
owners with environmental laws or regulatory requirements, the provisions of
which may change in the future with retroactive effect, for which the Company,
as a successor owner, may be responsible. Any indemnities or warranties may not
fully cover such liabilities due to their limited scope, amount or duration, the
financial limitations of the indemnitor or warrantor, or for other reasons.
Therefore, in the event the Company is held responsible for the foregoing
liabilities, the Company's operations may be materially adversely affected.
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.
-6-
<PAGE>
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 "Description of Business--Research and
Development" in the Form 10-KSB.
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 PVPA and Proprietary Rights. The Company owns proprietary
---------------------------------------
varieties for a number of forage and turfgrass species that are protected under
the Plant Variety Protection Act ("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
"Acquisitions, Description of Other Indebtedness, Recent Developments and Web
Site Disclosures" and "Description of 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's objective is 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 commercial products from such licenses. 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 material adverse affect on the Company's future business, financial
condition and results of operations. See "Acquisitions, Description of Other
Indebtedness, Recent Developments and Web Site Disclosures" and "Description of
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
-7-
<PAGE>
Corporation, Novartis AG and Mycogen Corporation), cotton seed (Delta and Pine
Land Company) and other grain crops. Each of these competitors has national
brand name acceptance. 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 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 sector. 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. In the alfalfa
seed industry, the largest United States competitors are Cenex/Land
O'Lakes/Research Seed, Helena/AgriPro, Pioneer and Cal/West Seeds, each of which
has annual alfalfa seed sales estimated to be between $20 and $60 million. The
Company's largest competitors for forages other than alfalfa are FFR Research
and its farm cooperative members. There are also small family owned businesses
that are strong competitors in small geographic areas. The Company has a number
of competitors for cool-season turfgrass seed that have annual sales of between
$20 and $80 million. Most of these companies are regional companies with only
Pennington Seed and O.M. Scott having national brand name acceptance.
The Company currently competes with, and in the future expects that it will
continue to compete 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. See "Description of Business--Competition" in the Form
10-SKB.
Lack of Historical Profitability; Accumulated Deficit. The Company has
------------------------------------------------------
reported only three profitable quarters 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. The Company had an accumulated deficit
of $8,107,447 at March 31, 1998.
Substantial Indebtedness; Effects of Financial Leverage. The Company has
-------------------------------------------------------
indebtedness that is substantial in relation to its stockholders' equity, as
well as interest and debt service requirements that are significant compared to
its cash flow from operations. As of March 31, 1998, on a pro forma basis
reflecting acquisitions completed after March 31, 1998 and the Pending
Acquisitions, including related financing of such acquisitions, the Company had
approximately $126.7 million of short-term debt and long-term obligations
outstanding. The Company is permitted to incur up to $100 million (subject to
borrowing base computation and compliance with certain financial covenants)
of indebtedness under its Revolving Credit Facility. As of August 13, 1998, the
Company had borrowed approximately $53 million under the Revolving Credit
Facility. See "Acquisitions, Description of Other Indebtedness, Recent
Developments and Web Site Disclosures."
The degree to which the Company is leveraged could have important
consequences to holders of its securities including, but not limited to the
following: (i) the Company's level of indebtedness could make it more difficult
for the Company to satisfy its obligations with regard to indebtedness; (ii)
the Company's level of indebtedness could increase its vulnerability to general
adverse economic
-8-
<PAGE>
and industry conditions; (iii) a substantial portion of the Company's cash flow
from operations must be dedicated to debt service and will not be available for
operations and other purposes; (iv) the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, acquisitions,
research and development, or general corporate purposes may be impaired; (v) the
Company's leverage position and covenants contained in the Revolving Credit
Facility could limit the Company's ability to expand, compete and make capital
improvements; and (vi) the Company's borrowings under the Revolving Credit
Facility are and will continue to be at variable rates of interest, which
exposes the Company to the risk of increased interest rates.
The Company's ability to pay interest on the Revolving Credit Facility and
to satisfy its other obligations will depend upon the Company's future financial
and operating performance, which, in turn, will be affected by prevailing
economic conditions and financial, business, competitive, regulatory and other
factors, many of which are beyond the Company's control. The Company's cash
flow from operations has not been sufficient to meet its debt service
obligations in the past, without equity and debt financings. There can be no
assurance that the Company will have sufficient funds in the future to meet its
obligations under the Revolving Credit Facility and any other indebtedness that
the Company may incur. This is particularly true as the Company continues to
expand its operations. If the Company is unable to service its indebtedness, it
will be forced to adopt an alternative strategy that may include actions such as
reducing or delaying capital expenditures, scaling back the Company's expansion
efforts, selling assets, restructuring or refinancing its indebtedness or
seeking additional equity capital. There can be no assurance that any of these
strategies could be effected on terms acceptable to the Company, if at all. See
"MD&A."
Restrictions Imposed by Terms of Certain Indebtedness. The Revolving
-----------------------------------------------------
Credit Facility contains certain restrictive covenants that will affect, and in
many respects significantly limit or prohibit among other things, the ability of
the Company to incur indebtedness, make prepayments of certain indebtedness, pay
dividends, make investments, engage in certain transactions with affiliates,
create liens, sell assets and engage in mergers and consolidation. The
collateral securing borrowings under the Revolving Credit Facility consists of
substantially all the assets of the Company except fixed assets and real estate.
The Revolving Credit Facility also requires the Company to maintain specified
financial ratios and to satisfy certain financial condition tests. The
Company's ability to meet those financial ratios and financial condition tests
can be affected by events beyond its control, and there can be no assurance
that the Company will meet those tests. A breach of any of these covenants
could constitute an event of default under the Revolving Credit Facility. Upon
the occurrence of an event of default under the Revolving Credit Facility, the
lenders thereunder could elect to declare all amounts outstanding thereunder,
together with accrued interests, to be immediately due and payable. If the
indebtedness under the Revolving Credit Facility were to be accelerated, there
can be no assurance that the assets of the Company would be sufficient to repay
such indebtedness and other indebtedness of the Company. If ABT were unable to
repay those amounts, the lenders under the Revolving Credit Facility could
proceed to foreclose their security interest in the collateral securing the
indebtedness thereunder. The ability of the Company to comply with the
restrictions and covenants in the Revolving Credit Facility, will be dependent
upon the Company's future performance and various other factors, certain of
which (e.g. the general economy and the weather) are beyond its control. See
"Acquisitions, Description of Other Indebtedness, Recent Developments and Web
Site Disclosures."
-9-
<PAGE>
Need for Future Capital. The Company's capital requirements have been and
-----------------------
are expected to continue to be significant. The Company currently believes that
it will need additional funding, both debt and equity, together with available
borrowings under the Revolving Credit Facility to enable the Company to fund its
current operations and the consummation of anticipated acquisitions during the
next 12 months. 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. In the event that
the Company's plans or assumptions change or prove to be inaccurate, and the
funds available to the Company prove to be insufficient to fund the Company's
growth and operations, then some or all of the Company's development and
expansion plans could be delayed or abandoned, or the Company could be required
to seek additional funds earlier then currently anticipated. See "MD&A."
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 five 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 obtained a key-man life insurance policy in the amount of $3
million 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. Most agricultural products,
----------------------------------------
including forage and turfgrass seed, 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 or Plan 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 that 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 that 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 cool-season turfgrass sectors for any
specific period of time. See "Management's Discussion and Analysis or Plan 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
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<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 farmers' 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
United States Department of Agriculture, the Food and Drug Administration, the
Environmental Protection Agency (the "EPA"), and various state agencies. These
Federal agencies require permits for field testing; 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
--------------------------------------------------------
37,424,477 issued and outstanding shares of Common Stock as of August 7, 1998,
approximately 7,844,000 shares are "restricted securities" as that term is
defined under Rule 144 under the Securities Act. All but 975,000 of these
restricted shares have been registered for resale under the Securities Act.
Approximately 7,630,000 additional shares of Common Stock are issuable without
restriction upon exercise of outstanding options as of August 7, 1998 and 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 for such sales, may be expected to have a
depressive effect on the price of the Company's securities in any public trading
market. Any such depressive effect 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
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<PAGE>
financial results, financing efforts, changes in earnings estimates by analysts,
conditions in the Company's business and various factors affecting the
agriculture 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 that 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 by the Selling Shareholders. Therefore, investors
purchasing Common Stock in this offering will incur an immediate and substantial
dilution in pro forma net tangible book value per share. Net tangible book
value per share is equal to the total tangible assets of the Company less total
liabilities divided by the number of shares of Common Stock outstanding.
Management Information Systems and the Year 2000 Risks. As a result of the
------------------------------------------------------
acquisitions completed to date, the Company currently has several different data
processing systems. These systems were implemented by the individual operating
units that were subsequently acquired by the Company. The Company has made a
preliminary assessment of the impact on these systems of reaching the Year 2000.
While some of these systems will accommodate the Year 2000, others will not.
The Company is in the process of integrating these systems into one Company wide
information system and has contracted for software, hardware and consulting
services to implement an enterprise resource planning system ("ERP") to meet all
information system requirements. The cost of this implementation is not
expected to exceed $4 million. The Company believes that it has allocated
adequate resources for this purpose. The ERP system currently being implemented
is designed to be Year 2000 compliant and to ensure the Company's computer
systems and applications will function properly beyond 1999. The Company
expects its Year 2000 program to be successfully completed on a timely basis
prior to January 1, 2000. There can, however, be no assurance that this will be
accomplished.
The ability of third parties with whom the Company transacts business
to adequately address their Year 2000 issues is outside the Company's control.
The Company is taking steps to confirm that the systems of its suppliers and
customers are Year 2000 compliant and to determine whether the nature of any
non-compliance would have a material adverse effect on the Company's business,
financial condition and results of operations. There can be no assurance that
the failure of the Company or such third parties to adequately address their
respective Year 2000 issues will not have a material adverse effect on the
Company's business, financial condition, cash flows and results of operations.
See "MD&A."
-12-
<PAGE>
SELLING SHAREHOLDERS
The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders who have
acquired or may acquire such shares of Common Stock upon exercise of Options
granted or to be granted under the 1994 Plan or shares issued or issuable under
the Company's Employee Stock Bonus Plan (collectively, the "Plans"), or shares
issuable pursuant to stock option agreements outside of the 1994 Plan in
connection with the acquisition by the Company of other entities and as
inducements to employ persons not previously employed by the Company. The
Selling Shareholders named below may resell all, a portion, or none of such
shares.
Participants under the Plans who are deemed to be "affiliates" of the
Company who acquire Common Stock under the Plans may be added to the Selling
Shareholders listed below from time to time by use of a prospectus supplement
filed pursuant to Rule 424(b) under the Securities Act. An "affiliate" is
defined in Rule 405 under the Securities Act as a "person that directly, or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with," the Company.
The table below sets forth information as of August 7, 1998, based upon
information obtained from the Selling Shareholder named below, the number of
shares of Common Stock beneficially owned before and after the sale of the
Shares offered hereby; the number of Shares to be sold; and the percent of the
outstanding shares of Common Stock owned before and after the sale of the Shares
offered hereby. Each Selling Shareholder's relationship to the Company is set
forth in a footnote to the table.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
------------------- -------------------
OWNED OWNED
----- -----
PRIOR TO OFFERING (1)(3) AFTER OFFERING (1)(3)
------------------------ ---------------------
SELLING SHAREHOLDERS NUMBER PERCENT SHARES TO BE SOLD NUMBER PERCENT
-------------------- ------ ------- ----------------- ------ -------
IN OFFERING (2)
---------------
<S> <C> <C> <C> <C> <C>
Johnny R. Thomas (4) 2,025,207(6) 5.4% 623,500 (5) 1,401,707 3.7%
John C. Francis (4) 1,014,815 2.7% 575,000 (5) 439,815 1.2%
Scott J. Loomis 1,174,207 3.1% 900,000 (5) 274,207 *
6941 North Finger Rock Place
Tucson, AZ 85718
Henry A. Ingalls (4) 1,302,378(7) 3.4% 1,250,000 (7) 52,378 *
Kathleen L. Gillespie (4) 950,000(8) 2.5% 1,050,000 0 *
Kent Schulze 105,000(9) * 425,000 0 *
2621 Irving Avenue S.
Minneapolis, MN 55408
Thomas B. Rice 105,000(10) * 500,000 5,000 *
64 Twin Lakes Road
Waterford, CT 06385
</TABLE>
-13-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
James W. Hopkins 25,000 * 25,000 0 *
2190 S. Uecker #615
Lewisville, TX 75067
Richard P. Budd 711,368(11) 1.9% 20,000 701,368 1.9%
2325 South Stratford
Winston-Salem, NC 27103
</TABLE>
_____________________
* Less than 1%.
(1) Unless otherwise noted, the Company believes that each Selling Shareholder
has sole voting and investment power with respect to all shares of Common
Stock beneficially owned, subject to community property laws, where
applicable. Each Selling Shareholder is deemed to be the beneficial owner
of securities that can be acquired by such person within 60 days from the
date of determination upon the exercise of warrants or options. The
percentage ownership of each Selling Shareholder is determined by assuming
that options or warrants that are held by such person (but not those held
by any other person) and which are exercisable within 60 days from the date
of determination have been exercised.
(2) Does not constitute a commitment to sell any or all of the stated number of
shares of Common Stock. The number of Shares offered hereby shall be
determined from time to time by each Selling Shareholder at his/her sole
discretion.
(3) Based on 37,424,477 shares outstanding as of August 7, 1998.
(4) This person's address is c/o AgriBioTech, Inc., 120 Corporate Park Drive,
Henderson, NV 89014.
(5) Shares issued upon prior exercise of stock options.
(6) Includes an aggregate of 228,500 shares of Common Stock gifted by Dr.
Thomas to his wife and children over which he retains voting power and
disposition power until the expiration of any lock-up agreement between Dr.
Thomas and any potential underwriter and up to 60,000 shares of Common
Stock which Dr. Thomas intends to gift to unaffiliated non-for-profit
charities.
(7) Includes 1,225,000 shares issuable upon exercise of currently exercisable
options (475,000 for cash only) and 13,000 shares held by Mr. Ingalls'
minor child for which Mr. Ingalls disclaims beneficial ownership. Includes
25,000 shares issued upon prior exercise of stock options.
(8) Includes 950,000 shares issuable upon exercise of currently exercisable
options (300,000 for cash only). Excludes 100,000 shares underlying options
not currently exercisable.
(9) Includes 105,000 shares issuable upon exercise of currently exercisable
options, but excludes 320,000 shares underlying options not currently
exercisable.
(10) Includes 100,000 shares issuable upon exercise of currently exercisable
options, but excludes 400,000 shares underlying options not currently
exercisable.
(11) Includes 701,368 shares issued on January 6, 1998, in connection with the
Company's acquisition of Lofts Seed, Inc. and related entities. Mr. Budd
disclaims beneficial ownership of 1,298,632 shares owned by other former
shareholders of the acquired entities, including the Richard P. Budd
Irrevocables Living Trust. Also includes 10,000 shares issuable upon
exercise of options granted January 6, 1998 when Mr. Budd became a Director
of the Company, but excludes 10,000 shares issuable upon exercise of
options not exercisable within 60 days of the date of this Prospectus.
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<PAGE>
PLAN OF DISTRIBUTION
The Options and/or Shares are being sold by the Selling Shareholders for
their own accounts. The Shares and a portion of the Options may be sold or
transferred for value by the Selling Shareholders, or by pledgees, donees,
transferees or other successors in interest to the Selling Shareholders, in one
or more transactions on the Nasdaq National Market (or any successor stock
exchange), in negotiated transactions or in 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 prices otherwise negotiated. The Selling
Shareholders may effect such transactions by selling the Options and/or Shares
to or through brokers-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Options and/or Shares for whom
such broker-dealers may act as agent (which compensation may be less than or in
excess of customary commissions). The Selling Shareholders and any broker-
dealers that participate in the distribution of the Options and/or Shares may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Options and/or Shares sold by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
There can be no assurance that any of the Selling Shareholders will sell
any or all of the Shares of Common Stock offered by them hereunder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Snow Becker Krauss P.C., 605 Third Avenue, New York, New
York 10158-0125. 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 convertible preferred stock.
The financial statements of Beachley Hardy Seed Company as of December 31,
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 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
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<PAGE>
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 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 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.
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 & Mattia, 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 eleven-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 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.
The financial statements of Van Dyke Seed Company, Inc. as of December 31,
1997 and for the year then ended, have been incorporated by reference herein in
reliance upon the report of Jones & Roth P.C., independent certified public
accountants, incorporated by reference herein and upon the authority of said
firm as experts in accounting and auditing.
-16-
<PAGE>
The combined financial statements of Zajac Performance Seeds, Inc. et al.
as of December 31, 1997 and for the year then ended, have been incorporated by
reference herein in reliance upon the report of Ludwig Bulmer Seifert & Lane,
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 Ramy Commercial Properties, Inc.
and Subsidiary as of June 30, 1997 and 1996, and for the years then ended, have
been incorporated by reference herein in reliance upon the report of Hawkins,
Ash, Baptie & Company, 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 Oseco Inc. as of June 30, 1997 and
for the year then ended, have been incorporated by reference herein in reliance
upon the report of KPMG, chartered accountants, incorporated by reference herein
and upon the authority of said firm as experts in accounting and auditing.
-17-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The Company has filed the following documents with the Commission, all of
which are incorporated by reference into and made a part of this Prospectus:
(i) the Company's Annual Report on Form 10-KSB (as amended on October
24, 1997, February 17, 1998 and August 11, 1998) 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 March 31, 1996 (as amended on July 12, 1996), September 30,
1997 (as amended on February 17, 1998 and August 11, 1998), December
31, 1997 (as amended on February 17, 1998 and August 11, 1998) and
March 31, 1998 (as amended on August 11, 1998) ("Forms 10-Q");
(iii) the Company's Current Reports on Form 8-K for October 30, 1996 (as
amended on January 13, 1997, February 17, 1998 and August 11, 1998),
May 15, 1997 (as amended on July 29, 1997, February 17, 1998 and
August 11, 1998), June 18, 1997, August 22, 1997 (as amended on
September 26, 1997, February 17, 1998 and August 11, 1998), October
22, 1997, December 1, 1997, January 6, 1998 (as amended on March 10,
1998, March 30, 1998 and August 11, 1998), January 9, 1998 (as
amended on March 10, 1998, March 30, 1998 and August 11, 1998),
January 26, 1998, (as amended on March 30, 1998 and August 11,
1998), March 31, 1998, April 8, 1998, May 22, 1998, June 23, 1998
and August 11, 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;
II-1
<PAGE>
(v) the Company's Proxy Statement dated January 20, 1998 for its Annual
Meeting held on February 23, 1998; and
(vi) all documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus
and prior to the filing of a post-effective amendment that indicates
that all the securities offered hereby have been sold or that
deregisters all the securities remaining unsold.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein may be modified or superseded for purposes of
this Prospectus by a statement contained in this Prospectus or in any other
document that is filed after the date of this Prospectus that also is or is
deemed to be incorporated by reference herein. Any statement that is so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as modified or superseded.
The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
any statement not misleading in light of the circumstances in which it was made.
Copies of all documents that are incorporated by reference herein (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 AgriBioTech,
Inc., Attention: Secretary, 120 Corporate Park Drive, Henderson, NV 89014;
telephone number (702) 566-2440.
Item 7. Exemption From Registration Claimed.
All restricted shares to be resold pursuant to this Registration
Statement were issued upon exercise of stock options by officers or employees of
the Company. Upon exercise of their options, such persons were afforded all of
the information available in a registration statement. Accordingly, exemption
from registration is claimed under Section 4(2) of the Securities Act of 1933,
as amended.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- - ----------- ----------------------
4.1 1994 Employee Stock Option Plan.(1)
4.2 Employee Stock Bonus Plan.(1)
4.3 Stock Option Agreement dated as of December 20, 1995
between the Company and Kathleen L. Gillespie (ISOs).(2)
II-2
<PAGE>
4.4 Stock Option Agreement dated as of December 20, 1995
between the Company and Kathleen L. Gillespie (NQSOs).(2)
4.5 Stock Option Agreement dated as of February 13, 1996
between the Company and Henry A. Ingalls.(2)
4.6 Form of Stock Option Agreement dated as of March 11, 1996
between the Company and each of (i) Johnny R. Thomas;
(ii) John C. Francis; and (iii) Scott J. Loomis.(2)
4.7 Form of Stock Option Agreement dated May 8, 1996 between
Company and each of (i) Kent Schulze; (ii) Byron D. Ford;
and (iii) James Hopkins and between the Company and
Richard P. Budd dated January 6, 1998.(2)
4.8 Form of Incentive Stock Option Agreement used pursuant to
the 1994 Plan.(2)
4.9 Form of Non-Qualified Stock Option Agreement used
pursuant to the 1994 Plan.(2)
4.10 Form of Non-Plan Stock Option Agreement.(2)
*4.11 Amendment to AgriBioTech Inc. 1994 Stock Option Plan.
* 5.1 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 & Mattia
* 23.5 Consent of KPMG, chartered accountants
* 23.6 Consent of Jones & Roth, P.C.
* 23.7 Consent of Ludwig Bulmer Seifert & Lane
* 23.8 Consent of Hawkins, Ash, Baptie & Company, LLP
* 23.9 Consent of Snow Becker Krauss P.C. (included in Exhibit
5.1 hereto).
* 24.1 Powers of Attorney (included on the signature page of
this Registration Statement).
II-3
<PAGE>
- - ------------------------
* Filed with this Post-Effective Amendment.
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2 for April 29, 1994, as amended (333-78470-NY).
(2) Incorporated by reference to the Form S-8 Registration Statement (No. 333-
07123).
II-4
<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-8 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Henderson, State of Nevada, on August
13, 1998.
AGRIBIOTECH, INC.
By: /s/ Henry A. Ingalls
-------------------------------
Henry A. Ingalls
Vice President (Chief Financial Officer)
POWER OF ATTORNEY
Each of the undersigned hereby authorizes Johnny R. Thomas and Henry A.
Ingalls, as his true and lawful attorneys-in-fact, to sign this Post-Effective
Amendment No. 2 and all further amendments (including post-effective amendments)
to the Form S-8, and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Johnny R. Thomas Chairman of the Board (Principal August 13, 1998
- - --------------------------
Johnny R. Thomas Executive Officer) and Director
/s/ Kent Schulze President and Director August 13, 1998
- - --------------------------
Kent Schulze
/s/ Henry A. Ingalls Vice President and Treasurer (Principal August 13, 1998
- - --------------------------
Henry A. Ingalls Financial and Accounting Officer)
/s/ Scott J. Loomis Vice President and Director August 13, 1998
- - --------------------------
Scott J. Loomis
/s/ John C. Francis Vice President, Secretary and Director August 13, 1998
- - --------------------------
John C. Francis
/s/ James W. Hopkins Director August 13, 1998
- - --------------------------
James W. Hopkins
/s/ Richard P. Budd Director August 13, 1998
- - --------------------------
Richard P. Budd
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- - ----------- ----------------------
4.1 1994 Employee Stock Option Plan.(1)
4.2 Employee Stock Bonus Plan.(1)
4.3 Stock Option Agreement dated as of December 20, 1995
between the Company and Kathleen L. Gillespie (ISOs).(2)
4.4 Stock Option Agreement dated as of December 20, 1995
between the Company and Kathleen L. Gillespie (NQSOs).(2)
4.5 Stock Option Agreement dated as of February 13, 1996
between the Company and Henry A. Ingalls.(2)
4.6 Form of Stock Option Agreement dated as of March 11, 1996
between the Company and each of (i) Johnny R. Thomas;
(ii) John C. Francis; and (iii) Scott J. Loomis.(2)
4.7 Form of Stock Option Agreement dated May 8, 1996 between
Company and each of (i) Kent Schulze; (ii) Byron D. Ford;
and (iii) James Hopkins and between the Company and
Richard P. Budd dated January 6, 1998.(2)
4.8 Form of Incentive Stock Option Agreement used pursuant to
the 1994 Plan.(2)
4.9 Form of Non-Qualified Stock Option Agreement used
pursuant to the 1994 Plan.(2)
4.10 Form of Non-Plan Stock Option Agreement.(2)
*4.11 Amendment to AgriBioTech Inc. 1994 Stock Option Plan.
* 5.1 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 & Mattia
* 23.5 Consent of KPMG, chartered accountants
* 23.6 Consent of Jones & Roth, P.C.
* 23.7 Consent of Ludwig Bulmer Seifert & Lane
* 23.8 Consent of Hawkins, Ash, Baptie & Company, LLP
* 23.9 Consent of Snow Becker Krauss P.C. (included in Exhibit
5.1 hereto).
24.1 Powers of Attorney (included on the signature page of
this Registration Statement).
- - ------------------------
* Filed with this Post-Effective Amendment.
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2 for April 29, 1994, as amended (333-78470-NY).
(2) Incorporated by reference to the Form S-8 Registration Statement (No. 333-
07123).
<PAGE>
EXHIBIT 4.11
AMENDMENT TO THE
AGRIBIOTECH, INC.
1994 STOCK OPTION PLAN
Pursuant to Section 10 of the AgriBioTech, Inc. ("ABT") 1994 Employee Stock
Option Plan (the "Option Plan"), the Option Plan is hereby amended to reflect an
increase in the number of shares of common stock included therein from 1,600,000
to 3,600,000 shares.
The Board of Directors and a majority of ABT stockholders approved the
amendment of the Option Plan at meetings held December 1, 1997 and February 23,
1998, respectively.
/s/ John C. Francis
- - -------------------------------
John C. Francis, Secretary
<PAGE>
EXHIBIT 5.1
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, NY 10158
AUGUST 13, 1998
AgriBioTech, Inc.
120 Corporate Park Drive
Henderson, Nevada 89014
Re: Registration Statement on Form S-8 Relating to 11,418,442 Options and
13,941,942 Shares of Common Stock, Par Value $.001 Per Share.
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-8 (the
"Registration Statement") relating to 11,418,442 options and 13,941,942 shares
of Common Stock (the "Shares"), $.001 par value per share. The Shares may be
sold by certain security holders of the Company (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 currently in effect, the Registration Statement, the proposed
registration 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. When (a) the Registration Statement and any required post-effective
amendment thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, (b)
assuming that the terms of the Common Stock as sold are as described in the
Registration Statement, the Prospectus and the related Prospectus
Supplement(s) and (c) assuming that the Common Stock is then sold as
contemplated in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), the Common Stock will be duly authorized, validly
sold, fully paid and nonassessable.
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 financial statements of Beachley-Hardy
Seed Company, 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 reference to
our firm under the heading, "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
August 13, 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
August 7, 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 Williamette Seed Co. herein and to the reference to our firm
under the heading "Experts" in the Prospectus.
Price, Koontz & Davies, P.C.
Albany, Oregon
August 7, 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
Registration Statement of AgriBioTech, Inc. and to the reference to our firm
under the caption "Experts" in the Registration Statement.
Amper, Politziner & Mattia, P.A.
Edison, New Jersey
August 7, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
The Directors of Oseco Inc.
We consent to the incorporation by reference in the registration statement
on Form S-8, of AgriBioTech, Inc. of our report dated September 12, 1997
(except for note 10 which is as of June 12, 1998), with respect to the
consolidated balance sheet of Osceo Inc. as of June 30, 1997 and the
consolidated statements of income and retained earnings and changes in cash
resources for the year then ended, and to the reference to our firm under the
heading "Experts" in the Prospectus.
KPMG, Chartered Accountants
Mississauga, Canada
August 13, 1998
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AgriBioTech, Inc.
We hereby consent to the use of our reports related to the December 31, 1997
financial statements of Van Dyke Seed Company, Inc. herein and to the
reference to our firm under the heading "Experts" in the Prospectus.
Jones & Roth, P.C.
Hillsboro, Oregon
August 7, 1998
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AgriBioTech, Inc.
We hereby consent to the use of our reports related to the combined
financial statements of Zajac Performance Seeds, Inc., et al herein and to the
reference to our firm under the heading "Experts" in the Prospectus.
Ludwig Bulmer Seifert & Lane
Hackensack, New Jersey
August 7, 1998
<PAGE>
EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AgriBioTech, Inc.
We hereby consent to the use of our reports related to the consolidated
financial statements of Ramy Commercial Properties, Inc. and Subsidiary herein
and to the reference to our firm under the heading "Experts" in the
Prospectus.
Hawkins, Ash, Baptie & Company, LLP
LaCrosse, Wisconsin
August 7, 1998
