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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 1998
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AgriBioTech, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-19352 85-0325742
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Ident. No.)
2700 Sunset Road, Suite C-25, Las Vegas, Nevada 89120
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(Address of Principal Executive Offices) (Zip Code)
(702) 798-1969
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Registrant's telephone number, including area code
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Item 2. Acquisition or Disposition of Assets.
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On January 6, 1998 AgriBioTech, Inc., a Nevada corporation (the
"Registrant"), completed the merger of Lofts Seed, Inc., a New Jersey
corporation including its wholly-owned subsidiary Sunbelt Seed ("Lofts"), and
Budd Seed, Inc., a North Carolina corporation ("Budd Seed") (Lofts and Budd Seed
collectively, the "Acquired Companies") with and into Lofts Mergerco, Inc., a
Nevada corporation and wholly-owned subsidiary of the Registrant ("Lofts
Mergerco") pursuant to an Agreement and Plan of Reorganization dated December 1,
1997 (the "Merger Agreement"), among the Registrant, Lofts Mergerco, the
Acquired Companies, and the shareholders of Lofts and Budd Seed ("the
Shareholders"). Lofts Mergerco is changing its name to Lofts Seed Company, Inc.
and will continue to exist as a wholly-owned subsidiary of the Registrant.
The aggregate consideration paid to the Shareholders (the "Merger
Consideration") at closing equaled approximately $33,337,000 and was paid in the
form of (i) 2,000,000 shares of the Registrant's Common Stock, $.001 par value,
valued at $8.50 per share (the fair market value when the letter of intent was
signed) and (ii) $16,377,000 in cash.
At the closing four of the shareholders of the Acquired companies,
Richard P. Budd, Kenneth R. Budd, John D. Budd and Gerald L. Chrisco entered
into Non-Competition Agreements with the registrant, and Kenneth R. Budd and
John D. Budd entered into Employment and Non-Competition Agreements with the
Registrant and Lofts Mergerco. As full consideration for the non-competition
provisions contained in their respective Non-Competition Agreements they were
paid an aggregate of an additional Seven Hundred Seventeen Thousand and 00/100
($717,000.00) Dollars. The term of the Non-Compete provisions for Richard P.
Budd and Gerald L. Chrisco is the period beginning on the Closing Date (January
6, 1998) and ending two (2) years following the date of termination of the
Management Services Agreement dated as of the Closing Date between Lofts
Mergerco and Budd Services, Inc.; and for each of John D. Budd and Kenneth R.
Budd, the term is the period beginning on the Closing Date and ending three (3)
years following the date of termination of their respective Employment
Agreements with Lofts Mergerco. The term of the Employment Agreements for each
of John D. Budd and Kenneth R. Budd is five years.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Agreement.
It is impracticable for the Registrant to file the financial statements
of the business acquired as required by Item 7(a)(1) of Form 8-K. Such
information will be filed by amendment to this Form 8-K within sixty days from
the due date hereof in accordance with Item 7(a)(4) of Form 8-K.
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(b) Pro Forma Financial Information.
It is impracticable for the Registrant to file the pro forma financial
information required by Item 7(b) of Form 8-K. Such information will be filed by
amendment to this Form 8-K within sixty days from the due date hereof in
accordance with Item 7(b)(2) of Form 8-K.
(c) Exhibits.
2.1 Agreements and Plan of Reorganization by and among
AgriBioTech, Inc., Lofts Seeds Inc., Budd Seed, Inc.,
Lofts Mergerco, Inc. and the shareholders of Lofts Seeds
Inc. and Budd Seed, Inc. (Incorporated by reference to
the Schedule 13-D filed December 10, 1997 for John D.
Budd, Joseph R. Budd, Kenneth R. Budd, Richard P. Budd,
Theodore P. Budd, and Gerald L. Chrisco).
2.2 Omitted Schedules and Exhibits to the Purchase
Agreement.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AGRIBIOTECH, INC.
(Registrant)
Date: January 16, 1998 /s/ Henry A. Ingalls
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Henry A. Ingalls
Vice President
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization by and among AgriBioTech,
Inc., Lofts Seed Inc., Budd Seed, Inc., Lofts Mergerco, Inc.
and the shareholders of Lofts Seed Inc. and Budd Seed, Inc.
(Incorporated by reference to the Schedule 13-D filed December
10, 1997 for John D. Budd, Joseph R. Budd, Kenneth R. Budd,
Richard P. Budd, Theodore P. Budd, and Gerald L. Chrisco).
2.2 Omitted Schedules and Exhibits to the Purchase Agreement.
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Exhibit 2.2
OMITTED SCHEDULES AND
EXHIBITS TO THE AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG AGRIBIOTECH, INC., LOFTS SEED, INC.,
BUDD SEED, INC., LOFTS MERGERCO, INC., AND
THE SHAREHOLDERS OF LOFTS SEED, INC., AND BUDD SEED, INC.
LIST OF SCHEDULES
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Schedule 1.6 Initial Officers of the Surviving Corporation
Schedule 2.2 Allocation of Merger Consideration
Schedule 4.1 Capitalization of Acquired Companies
Schedule 4.2 Capacity; Organization; Standing
Schedule 4.3 Legal Proceedings
Schedule 4.5 Encumbrances
Schedule 4.6 Trademarks
Schedule 4.7 Patents
Schedule 4.8 Financials
Schedule 4.9 Material Changes
Schedule 4.10 Tax matters
Schedule 4.11 Inventory
Schedule 4.12 Real Property
Schedule 4.13 Material Contracts
Schedule 4.14 Accounts Payable
Schedule 4.15 Consents of Parties to Material Contracts
Schedule 4.16 Court Orders and Decrees
Schedule 4.18 Pension, Profit Sharing and Welfare Plans
Schedule 4.19 Insurance
Schedule 4.20 Rights of Third Parties
Schedule 4.21 Powers of Attorney
Schedule 4.22 Collective Bargaining Agreements
Schedule 4.23 Material Claims by Customers
Schedule 4.25 Compensation Plans
Schedule 4.26 Governmental Licenses
Schedule 4.28 Compliance with Laws
Schedule 4.29 Personal Guarantees by Shareholders
Schedule 4.30 Benefits
Schedule 6.5 Indemnification
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LIST OF EXHIBITS
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Exhibit A Lofts Articles of Merger
Exhibit B Budd Articles of Merger
Exhibit 1.5 Certificate of Incorporation and By-laws of Lofts Mergerco,
Inc.
Exhibit 2.1 Sample Purchase Model
Exhibit 2.5 Form of Lock-Up Agreement
Exhibit 2.8 Form of Non-Competition Agreement
Exhibit 2.9 Form of Employment and Non-Competition Agreement
Exhibit 9.7 Form of Opinion of Counsel for the Acquired Companies
Exhibit 9.17 Form of Lease
Exhibit 10.5 Form of Opinion of Counsel for ABT and Lofts Mergerco
Exhibit 10.9 Form of Management Services Agreement
Registrant will furnish to the Securities and Exchange Commission a
copy of any Schedule or Exhibit listed above upon request.
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