<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-33367
SUPPLEMENT TO AGRIBIOTECH, INC.
PROSPECTUS DATED DECEMBER 17, 1997
On January 6, 1998 AgriBioTech, Inc. (the "Company"), completed the merger
of Lofts Seed, Inc., including its wholly-owned subsidiary Sunbelt Seed
("Lofts"), and Budd Seed, Inc. ("Budd Seed") (Lofts and Budd Seed collectively,
the "Acquired Companies") with and into Lofts Mergerco, Inc., a wholly-owned
subsidiary of the Company ("Lofts Mergerco"), pursuant to an Agreement and Plan
of Reorganization dated December 1, 1997 (the "Merger Agreement"), among the
Company, Lofts Mergerco, the Acquired Companies, and the shareholders of Lofts
and Budd Seed ("the Shareholders").
The aggregate consideration paid to the Shareholders at closing was paid in
cash and stock, including 2,000,000 shares of the Company's Common Stock, $.001
par value, 1,000,000 shares of which are registered shares offered for sale
hereby and 1,000,000 shares of which are restricted. The Company's Current
report on Form 8-K for January 6, 1998, as amended, is hereby incorporated
herein by reference.
The table under "Selling Stockholders" is hereby amended, as set forth
below, to add the former Shareholders of the Acquired Companies as Selling
Stockholders. The 1,000,000 registered shares issued shall reduce by an equal
number the 6,373,402 shares registered as part of the Registration Statement for
future issuance by the Company.
<TABLE>
<CAPTION>
Percentage of Outstanding
Amount and Nature of Number of Shares to Shares Owned Before
Name Beneficial Ownership(1) be Sold Offering(2)
----- ----------------------- ------------------- ----------------------------
<S> <C> <C> <C>
Richard P. Budd (3) 711,368 (4)(5) 350,684 2.3%
Joseph R. Budd 263,756 (4) 131,878 *
John D. Budd 378,871 (4) 189,435 1.2%
Theodore P. Budd 263,756 (4) 131,878 *
Lee Ann Chrisco 41,168(4)(6) 41,168 *
Kenneth R. Budd 195,235 (4)(7) 85,118 *
Kenneth R. Budd, 13,188 (4) 6,594 *
NCUTMA Custodian
for Ryan Budd
Kenneth R. Budd, 13,188 (4) 6,594 *
NCUTMA Custodian
for Elizabeth Budd
Richard P. Budd 63,302 (4) 31,651 *
Irrevocable Living Trust
Womble Carlyle 50,000 (4) 25,000 0
Sandridge & Rice held
in trust pursuant to an
Escrow Agreement
dated January 6, 1998
</TABLE>
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole investment power with respect to all shares of Common Stock
beneficially owned by them. A person is deemed to be the beneficial owner
of securities that can be acquired by such person within 60 days from the
date hereof upon the exercise of warrants or options. Assumes, for each
person, that the exercisable and convertible Securities that are held by
such person (but not those held by any other person) and which are
exercisable or convertible within 60 days from the date hereof have been
exercised.
(2) Based on 31,208,738 shares of Common Stock issued and outstanding on
February 23, 1998.
(3) Mr. Budd is an independent Director of the Company.
(4) These Shares were issued in connection with the Company's January 6, 1998
acquisition of the Acquired Companies, and are the subject of individual
lock-up agreements.
(5) Includes 10,000 shares issuable upon exercise of options granted on January
6, 1998, when Mr. Budd became a director of the Company, but excludes
10,000 shares issuable upon exercise of options not currently exercisable.
(6) These Shares originally were issued to Gerald L. Chrisco in connection with
the Company's January 6, 1998 acquisition of the Acquired Companies, and
were transferred by Mr. Chrisco to his wife Lee Ann Chrisco. Excludes an
additional 41,168 shares owned by Mr. Chrisco, over which Mrs. Chrisco
disclaims beneficial ownership.
(7) Includes 25,000 shares issuable upon exercise of options granted on January
6, 1998, pursuant to the terms of an Employment Agreement between Mr. Budd
and the Company, but excludes 125,000 shares issuable upon exercise of
options not currently exercisable.
Date: March 18, 1998
