<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1998
REGISTRATION NO. 333-47637
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AGRIBIOTECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 85-0325742
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYERIDENTIFICATION
OFINCORPORATION OR ORGANIZATION) NUMBER)
120 CORPORATE PARK DRIVE
HENDERSON, NEVADA 89014
(702) 566-2440
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DR. JOHNNY R. THOMAS, CHAIRMAN OF THE BOARD
AGRIBIOTECH, INC.
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)
COPIES TO:
ELLIOT H. LUTZKER, ESQ.
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, NEW YORK 10158
TEL: (212) 687-3860 FAX: (212) 949-7052
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
Pursuant to Rule 429 under the Act, the Prospectus included as part of this
Registration Statement shall be deemed to relate to the shares that reference
notes (7) and (8) in the column marked "Amount to be Registered" that were
registered in the Company's Registration Statement on Form S-3 (No. 333-
33367), originally filed on August 11, 1997, amended on December 12, 1997.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value.................. 2,402,182 Shs.(2) $13.4375(3) $ 32,279,321 $ 9,522.40(4)
Common Stock, $.001 par
value.................. 1,173,000 Shs.(5) $13.4375(3) $ 15,762,188 $ 4,649.85(4)
Common Stock, $.001 par
value.................. 586,500 Shs.(6) $ 17.50 $ 10,263,750 $ 3,027.81(4)
Common Stock, $.001 par
value.................. 1,000,000 Shs.(7) $ 7.47(9) $ 7,470,000 $ 2,203.65(10)
Common Stock, $.001 par
value.................. 25,000 Shs.(8) $13.4375(3) $ 335,938 $ 99.10(4)
Common Stock, $.001 par
value.................. 1,935,609 Shs.(11) $13.4375(3) $ 26,009,746 $ 7,672.88(4)
Total................... $ 92,120,943 $ 27,175.69(12)
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933, as
amended.
(2) For resale by institutional purchasers of restricted shares of common
stock ("Common Stock") who purchased such shares between March 31, 1998
and April 2, 1998 in private placements.
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the closing sale price of the common
stock of the Registrant on the Nasdaq National Market of $13 7/16 per
share on March 4, 1998.
(4) This amount was paid when the shares were first registered on March 10,
1998, with the initial filing of this Registration Statement.
(5) For resale by institutional purchasers of restricted shares of Common
Stock who purchased such shares on May 4, 1998 and May 13, 1998 in private
placements.
(6) Represents shares issuable upon exercise of Common Stock purchase warrants
(the "Warrants") at $17.50 per share. These shares are registered for
resale by the purchasers of the Warrants in connection with the issuance
of the shares referred to in note (5) above.
(7) Issued pursuant to an Agreement and Plan of Reorganization, dated December
1, 1997, among the Registrant, Lofts Mergerco, Lofts Seed, Inc. ("Lofts
Seed") and Budd Seed, Inc. ("Budd Seed") and the stockholders of each of
Lofts Seed and Budd Seed, all of whom are Selling Stockholders.
(8) Issued pursuant to an escrow agreement entered into in connection with the
closing of the purchase of Lofts Seed and Budd Seed discussed in Note (7)
above.
(9) Calculated for the purpose of determining the registration fee pursuant to
Rule 457(c) based upon the closing sale price of the common stock of the
Registrant on August 4, 1997 on the Nasdaq National Market of $7.47, when
the shares were registered on the Company's Registration Statement on Form
S-3 (No. 333-33367), first declared effective on August 14, 1997, as
amended on December 12, 1997, by Post-Effective Amendment No. 1 to such
Registration Statement.
(10) This amount was paid when the shares were first registered on August 11,
1997 on the Company's Registration Statement on Form S-3 (No. 333-33367),
as amended on December 12, 1997.
(11) These shares consist of: an aggregate of 24,920 shares of Common Stock
issued in lieu of a cash payment owed to the former owners of Clark
Seeds, Inc. ("Clark") and 5,189 shares issued to standby purchasers not
taken by the former owners of Clark; an aggregate of 102,281 shares of
Common Stock issued in connection with the Registrant's March 12, 1998
acquisition of Discount Farm Center Inc.; an aggregate of 93,500 shares
of Common Stock issued in connection with the Registrant's March 24, 1998
acquisition of Kinder Seed, Inc.; an aggregate of 300,000 shares of
Common Stock issued in connection with the Registrant's April 8, 1998
acquisition of Zajac Performance Seeds, Inc. and Zajac Performance Seeds
Oregon LLC; an aggregate of 460,000 shares of Common Stock issued in
connection with the Registrant's April 23, 1998 acquisition of certain
assets of Van Dyke Seed Company, Inc.; an aggregate of 200,000 shares of
Common Stock issued in connection with the Registrant's April 27, 1998
acquisition of Ohio Seed Company; an aggregate of 295,000 shares of
Common Stock issued in connection with the Registrant's May 6, 1998
acquisition of Las Vegas Fertilizer Co., Inc; an aggregate of 200,000
shares of Common Stock issued in connection with the Registrant's May 22,
1998 acquisition of Peterson Seed Company, Inc.; an aggregate of 136,364
shares of Common Stock issued in connection with the Registrant's
June 25, 1998 acquisition of W-D Seed Growers Idaho, Inc.; an aggregate
of 10,000 shares of Common Stock issued in connection with the
Registrant's July 8, 1998 acquisition of Geo. W. Hill & Co., Inc.; an
aggregate of 108,355 shares of Common Stock issued in connection with the
Registrant's July 21, 1998 acquisition Arrowhead Enterprises, Inc.
(d/b/a J&M Seed Company).
(12) Of this amount: (a) $24,972.04 was paid when an aggregate of 7,000,000
shares were registered with the Commission on March 10, 1998, as
described in Note (4) above; and (b) $2,203.65 was paid when these
1,000,000 shares were registered with the Commission on August 11, 1997,
as described in Note (10) above.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, AUGUST 11, 1998
PROSPECTUS
AGRIBIOTECH, INC.
7,122,291 SHARES OF COMMON STOCK
-----------
This Prospectus pertains to 7,122,291 shares of Common Stock (the "Shares"),
$.001 par value per share, of AgriBioTech, Inc., a Nevada corporation ("ABT" or
the "Company"). The Company is registering an aggregate of 7,122,291 Shares for
resale by the selling stockholders (collectively, the "Selling Stockholders")
who are (a) qualified institutional buyers ("QIBs"), institutional accredited
investors or other accredited investors (the "Investors") who purchased their
respective Shares in private sales (the "Private Placements"), or (b) the
former owners (the "Former Owners") of companies acquired by the Company or
their respective assignees, transferees, pledgees or other successors for their
own accounts and not for the account of the Company. The Selling Stockholders
received the Shares in private transactions that were exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), under Section 4(2) of the Securities Act.
The Common Stock is traded on the Nasdaq under the symbol "ABTX." On August
10, 1998, the closing sale price of the Common Stock as reported on the Nasdaq
National Market was $20.125 per share.
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. FOR INFORMATION
CONCERNING CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 13.
-----------
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 DECEMBER 17, 1997,
AS SUPPLEMENTED.
-----------
THE DATE OF THIS PROSPECTUS IS AUGUST , 1998
<PAGE>
The Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholders, but will receive gross proceeds of $10,263,750 from the
exercise of Warrants (as defined). The Company is registering the Selling
Stockholder Shares offered by this Prospectus pursuant to the terms and
conditions of registration rights granted to the Selling Stockholders in the
Private Placements. The Company also agreed that it would pay the expenses of
this registration, which it estimates will be $300,000. Each of the Selling
Stockholders will pay the cost of all brokerage commissions and discounts, and
all legal expenses incurred by them in connection with sales of their
respective Shares.
Commencing on the effective date of this Prospectus, the Selling
Stockholders may, from time to time, sell, transfer or pledge the Shares
directly to purchasers, transferees or pledgees or may offer the Shares
through agents, brokers, dealers or underwriters who may receive compensation
in the form of commissions or discounts from the Selling Stockholders. The
Company anticipates that the Selling Stockholders will offer shares of Common
Stock for resale on the Nasdaq National Market ("Nasdaq"), in privately
negotiated transactions, or in any combination thereof at the market price
prevailing at the time of sale, a price related to such prevailing market
price or at a negotiated price. Prior to selling Shares, the Selling
Stockholders must satisfy the prospectus delivery and other requirements of
the Securities Act. See "Plan of Distribution."
The Company has not authorized any person to give any information or to make
any representations in connection with sales of any Shares by the Selling
Stockholders 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-3 (the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby. This Prospectus, filed as part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement and the exhibits thereto, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the Shares, you should
refer to the Registration Statement and the exhibits thereto or incorporated
by reference therein. Information concerning the Company may be found on the
Company's Web site at http://www.agribiotech.com. See "Acquisitions,
Description of Other Indebtedness, Recent Developments and Web Site
Disclosures." 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.
2
<PAGE>
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:
(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.
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.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus or incorporated by reference herein. Unless the
context indicates otherwise: (a) the terms the "Company" and "ABT" as used in
this Prospectus refer to AgriBioTech, Inc. and its subsidiaries, and (b) fiscal
year references are to the respective fiscal years ended June 30.
THE COMPANY
ABT is the largest agricultural seed company in the United States that
specializes in developing, processing, packaging and distributing varieties of
forage and cool-season turfgrass seeds. Since January 1, 1995, the Company has
completed 29 acquisitions ("Acquisitions") and has executed agreements to
acquire two additional companies (the "Pending Acquisitions"). The Company has
grown from net sales of $29,000 in fiscal 1994 to pro forma net sales of
approximately $407 million for the 12-month period ended June 30, 1997,
including completed Acquisitions and the Pending Acquisitions. The Company's
vertically integrated forage and cool-season turfgrass seed operations include
traditional genetic breeding and research and development programs, seed
processing plants that clean, condition and package seed grown under contract
for ABT, and national and international sales and distribution networks. The
Company's headquarters are located at 120 Corporate Park Drive, Nevada 89014;
telephone no. (702) 566-2440.
THE OFFERING
Shares of Common Stock to
be offered by the Selling
Stockholders............... 7,122,291(1)
Shares of Common Stock
issued and outstanding
before the offering........ 37,424,477(2)
Use of Proceeds............. The Company will not receive any proceeds from
the sale of the Shares by the Selling
Stockholders. Any proceeds received by the
Company from the exercise of Warrants by Selling
Stockholders in an amount of up to $10,263,750 of
gross proceeds will be used to repay
indebtedness, fund the cash portion of
acquisitions and/or for working capital purposes.
Nasdaq National Market
Symbol...................... ABTX
Risk Factors................ These securities involve a high degree of risk.
See "Risk Factors."
- --------
(1) Consisting of 6,535,791 outstanding shares of restricted stock and/or
586,500 shares reserved for issuance upon exercise of outstanding Common
Stock purchase warrants ("Warrants") issued in May 1998, exercisable at
$17.50 per share, that were purchased by Investors in the Private
Placements and by the Former Owners.
(2) Based on 37,424,477 shares outstanding as of August 7, 1998, but does not
give effect to (i) approximately 7,565,000 shares of Common Stock reserved
for issuance upon exercise of stock options outstanding as of July 1, 1998
and approximately 2,520,000 shares of Common Stock issuable upon exercise
of options available for future grants under the Company's 1994 Employee
Stock Option Plan (the "1994 Plan"), (ii) 400,000 shares of Common Stock
reserved for issuances upon grant of shares under the Company's Employee
Stock Bonus Plan (the "Bonus Plan"), and (iii) 586,500 shares reserved for
issuance upon exercise of outstanding Warrants.
4
<PAGE>
SUMMARY FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE
MARCH 31, YEARS ENDED JUNE 30, MONTHS
--------------------------- -------------------------- ENDED
1998 PRO 1998 1997 PRO 1997 JUNE 30,
FORMA(1) ACTUAL 1997 FORMA(1) ACTUAL 1996 1995(2)
-------- -------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... $294,173 $139,695 $41,165 $406,760 $65,904 $25,962 $ 4,754
Cost of sales........... 226,541 109,209 31,006 312,975 49,527 19,236 3,398
-------- -------- ------- -------- ------- ------- -------
Gross profit............ 67,632 30,486 10,159 93,785 16,377 6,726 1,356
Operating expenses...... 65,462 27,442 10,814 85,793 17,972 9,637 2,779
-------- -------- ------- -------- ------- ------- -------
Earnings (loss) from
operations............. 2,170 3,044 (655) 7,992 (1,595) (2,911) (1,423)
Total other income
(expense).............. (2,325) (1,634) (534) (6,928) (1,119) (413) 16
-------- -------- ------- -------- ------- ------- -------
Earnings (loss) before
income taxes........... (155) 1,410 (1,189) 1,064 (2,714) (3,324) (1,407)
Income tax expense
(benefit).............. (2,719) (2,907) -- 1,248 -- -- --
-------- -------- ------- -------- ------- ------- -------
Net earnings (loss)..... 2,564 4,317 (1,189) (184) (2,714) (3,324) (1,407)
Discount and imputed
dividends on preferred
stock.................. 80 80 3,203 3,233 3,233 2,318 --
-------- -------- ------- -------- ------- ------- -------
Net earnings (loss)
attributable to common
stock.................. $ 2,484 $ 4,237 $(4,392) $ (3,417) $(5,947) $(5,642) $(1,407)
======== ======== ======= ======== ======= ======= =======
Shares of common stock
used in computing
earnings (loss) per
common share (in
thousands):
Basic................. 35,479 28,044 13,301 25,566 15,549 7,459 5,485
Diluted............... 39,808 32,374 13,301 25,566 15,549 7,459 5,485
======== ======== ======= ======== ======= ======= =======
Net earnings (loss) per
common share:
Basic................. $ 0.07 $ 0.15 $ (0.33) $ (0.13) $ (0.38) $ (0.76) $ (0.26)
Diluted............... $ 0.06 $ 0.13 $ (0.33) $ (0.13) $ (0.38) $ (0.76) $ (0.26)
======== ======== ======= ======== ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
AS OF MARCH 31, AS OF JUNE 30,
--------------------- -----------------------
ACTUAL PRO FORMA(3) 1997 1996 1995(2)
-------- ------------ ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents....... $ 2,967 $ 1,752 $ 2,554 $ 2,522 $1,423
Total assets.................... 258,770 359,048 95,113 26,184 8,014
Long-term obligations, excluding
current installments........... 8,433 12,663 2,668 1,055 148
Total liabilities............... 107,880 179,218 50,125 12,161 1,681
Working capital................. 24,263 3,823 7,555 6,461 3,792
Stockholders' equity............ 150,891 179,829 44,988 14,022 6,333
</TABLE>
- --------
(1) Includes the results of operations for the Acquisitions completed after the
beginning of the period presented and the Pending Acquisitions, including
related financing of such acquisitions, as if all of such acquisitions had
been completed as of the beginning of the period presented.
(2) The Company changed its fiscal year end to June 30th effective in 1995.
(3) Includes the Acquisitions completed after March 31, 1998 and the Pending
Acquisitions, including related financing of such acquisitions, as if all
such acquisitions had been completed on March 31, 1998. Also reflects the
issuance after March 31, 1998 of Common Stock and Warrants and the
application of the proceeds therefrom, aggregating approximately $19.5
million.
5
<PAGE>
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.
</TABLE>
6
<PAGE>
<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>
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.
</TABLE>
7
<PAGE>
<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>
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.
8
<PAGE>
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 3, 1998, the Company had borrowed approximately
$52 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 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
9
<PAGE>
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.
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.
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
10
<PAGE>
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."
"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." [See "Recent Developments" above.]
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 is approx.
equal to 30
NUMBER OF EMPLOYEES.............. 5 50 165 200 730 is approx.
equal to 900
ANNUALIZED REVENUE $(MILLION).... 0 10 31 64 372 greater
than 500
STOCK PRICE $.................... 0 2.50 2.48 3.18 14.50 ?
</TABLE>
11
<PAGE>
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:
"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."
June 22, 1998 Chairman's Update. "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."
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 Thomas Rice, Vice President, appear in the
Company's Proxy Statement dated January 20, 1998. See "Information
Incorporated by Reference." This section also includes the biographies of
various other employees which also appear in the Company's 1997 Annual Report
to Shareholders, none of whom are executive officers of the Company.
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."
"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."
12
<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 this 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 without
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, 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 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.
13
<PAGE>
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. The 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 larger 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.
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 "Acquisitions, Description of Other
Indebtedness, Recent Developments and Web Site Disclosures," and "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 the 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
14
<PAGE>
breakthroughs in biotechnology will also lead to the introduction of enhanced
seeds in the forage and turfgrass sector. 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 materially adverse effect 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
sector primarily on the basis of price, product quality and service. The major
agricultural seed companies in the United States focus their sales around
hybrid seed corn (Pioneer Hi-Bred International, DEKALB Genetics Corporation,
Novartis AG and Mycogen Corporation), cotton seed (Delta and Pine Land
Company) and other grain crops. Each of those 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 sector currently are primarily
large regional companies and numerous small family seed businesses. However,
any of the major agricultural seed companies may decide to intensify its
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 Seeds, Helena/AgriPro, Pioneer and Cal/West Seeds,
each of which has annual alfalfa seed sales estimated to be between $20
million and $60 million. The Company's largest competitors for forages other
than alfalfa are FFR Research (see "Acquisitions, Description of Other
Indebtedness, Recent Developments and Web Site Disclosures") 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 million and $80 million. Most of these companies are regional companies
with only Pennington Seed and O.M. Scott having national name brand
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-KSB.
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 which is substantial in relation to its stockholders' equity, as
well as interest and debt service requirements which 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
a borrowing base computation and compliance with certain financial covenants)
of indebtedness under its Revolving Credit Facility. As of August 3, 1998, the
Company had borrowed approximately $52 million under the Revolving Credit
Facility. See "Acquisitions, Description of Other Indebtedness, Recent
Developments and Web Site Disclosures."
15
<PAGE>
The degree to which the Company is leveraged could have important
consequences to holders of the Common Stock 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 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 and
acquisitions, 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 corporate
consolidations. 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."
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
16
<PAGE>
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
may be required to seek additional funds earlier than 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 forage and cool-season
turfgrass seeds 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 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.
17
<PAGE>
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 and the EPA also regulates
insecticide and herbicide products. The Company is not aware of any pending
legislation that would materially impact either its traditional product
development or commercialization of seed from genetically altered plants.
There can be no assurance that regulatory agencies administering existing or
future regulations or legislation will allow the Company to produce and market
genetically engineered seed, if at all, in a timely manner or under
technically or commercially feasible conditions. The Company's inability to
produce such seed could have a material adverse effect on the Company.
Adverse Effect of Potential Future Sales of Common Stock. Of the Company's
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 or are being registered for resale under the
Securities Act. Approximately 7,565,000 additional shares of Common Stock are
issuable without restriction upon exercise of outstanding options as of July
1, 1998 and have been or are being registered under the Securities Act. This
Prospectus relates to the offer and sale of an aggregate of 7,122,291 shares
(all of which are presently outstanding except 586,500 shares issuable upon
exercise of outstanding Warrants) of Common Stock by certain Selling
Stockholders who are either QIB's or Investors who purchased their respective
securities (4,161,682 shares) in Private Placements or the Former Owners of
companies acquired by the Company (2,960,609 shares), or their respective
assignees. The Former Owners have each entered into lock-up agreements with
the Company which permit, an aggregate of between 93,500 and 110,500 shares of
Common Stock to be sold during the period through October 31, 1998 and in
varying amounts thereafter.
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 an adverse effect on the price of the Company's
securities in any public trading market. This could impair the Company's
ability to raise additional equity capital.
Public Market Risks; Possible Volatility of Common Stock Prices. The market
price for the Company's securities has been and may continue to be volatile.
Factors such as the Company's financial results, financing efforts, changes in
earnings estimates by analysts, conditions in the Company's business and
various factors affecting the agricultural industry generally may have a
significant impact on the market price of the Company's securities.
Additionally, in the last several years, the stock market has experienced a
high level of price and volume volatility, and market prices for many
companies, particularly small and emerging growth companies, the common stock
of which trades in the over-the-counter market, have experienced wide price
fluctuations and volatility 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 "Price
Range of Common Stock."
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 Stockholders. Therefore,
investors purchasing Common Stock in this offering will incur an immediate and
substantial dilution in pro forma net tangible book value per share, which 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 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
18
<PAGE>
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 systems
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 of 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."
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholders. Any proceeds received by the Company from the exercise
of Warrants by Selling Stockholders in an amount of up to $10,263,750 of gross
proceeds will be used to repay indebtedness, fund the cash portion of
acquisitions and/or for working capital purposes.
19
<PAGE>
PRICE RANGE OF COMMON STOCK
The Company's Common Stock has traded on the Nasdaq National Market since
February 14, 1997, under the symbol "ABTX."
The following table sets forth the high and low closing prices for the
Common Stock for each quarter in Fiscal 1996 and Fiscal 1997, until February
13, 1997, on the Nasdaq SmallCap Market and since February 14, 1997 on the
Nasdaq National Market.
<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
FISCAL 1996
July 1, 1995-September 30, 1995........................... $ 5 7/16 $ 3 1/16
October 1, 1995-December 31, 1995......................... $ 3 5/8 $ 1 5/8
January 1, 1996-March 31, 1996............................ $ 4 1/16 $ 2
April 1, 1996-June 30, 1996............................... $ 4 15/16 $ 3 1/2
FISCAL 1997
July 1, 1996-September 30, 1996........................... $ 4 1/16 $ 2 15/32
October 1, 1996-December 31, 1996......................... $ 2 3/16 $ 2 1/32
January 1, 1997-March 31, 1997............................ $ 3 3/8 $ 2 1/16
April 1, 1997-June 30, 1997............................... $ 6 15/16 $ 2 15/32
FISCAL 1998
July 1, 1997-September 30, 1997........................... $10 1/2 $ 6 1/32
October 1, 1997-December 31, 1997......................... $17 1/16 $ 9
January 1, 1998-March 31, 1998............................ $19 3/32 $13 7/16
April 1, 1998-June 30, 1998............................... $29 $13 3/4
</TABLE>
As of August 7, 1998, the Company had 412 record holders of its Common
Stock. The Company reasonably believes that there were in excess of 4,000
beneficial holders of its Common Stock on such date.
DIVIDEND POLICY
The Company has never declared or paid any cash dividends on its Common
Stock. The Company currently anticipates that it will retain all future
earnings for use in its business and does not anticipate paying any cash
dividends in the foreseeable future. The Company's Revolving Credit Facility
prohibits the Company from declaring or paying any cash dividends without the
lenders' consent.
20
<PAGE>
SELECTED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The selected financial data in the following table should be read in
conjunction with the Company's Financial Statements and the notes thereto,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other financial information incorporated by reference herein.
The historical selected financial data presented below under the captions
"Statement of Operations Data" and "Balance Sheet Data" for, and as of the end
of each of the years ended June 30, 1997 and 1996, the nine-month period ended
June 30, 1995, and each of the years ended September 30, 1994 and 1993 are
derived from the consolidated financial statements of ABT and subsidiaries,
which financial statements have been audited by KMPG Peat Marwick LLP,
independent certified public accountants. The consolidated financial
statements as of June 30, 1997 and 1996 and for the years then ended, and the
nine-month period ended June 30, 1995, and the report thereon, are
incorporated by reference in this Prospectus. The selected financial data
presented below for and as of the end of the nine month periods ended March
31, 1998 and 1997 are derived from the unaudited consolidated financial
statements of the Company incorporated by reference in this Prospectus. In the
opinion of the management, the unaudited consolidated financial statements for
the interim periods include all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the results for such periods.
The results of operations for the nine month period ended March 31, 1998 are
not necessarily indicative of the results to be expected for the full year.
See "Management's Discussion and Analysis or Plan of Operations--Seasonality
of Business and Quarterly Comparisons" and "Business--Acquisition Program" in
the Company's Form 10-KSB for information that affects a comparison of the
Company's quarterly results of operations.
STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
NINE
NINE MONTHS YEARS ENDED MONTHS YEAR ENDED
ENDED MARCH 31, JUNE 30, ENDED SEPTEMBER 30,
----------------- ---------------- JUNE 30, --------------
1998 1997 1997 1996 1995(1) 1994 1993
-------- ------- ------- ------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $139,695 $41,165 $65,904 $25,962 $ 4,754 $ 29 $ 12
Cost of sales........... 109,209 31,006 49,527 19,236 3,398 12 3
-------- ------- ------- ------- ------- ------ ------
Gross profit............ 30,486 10,159 16,377 6,726 1,356 17 9
Operating expenses...... 27,442 10,814 17,972 9,637 2,779 915 171
-------- ------- ------- ------- ------- ------ ------
Earnings (loss) from
operations............. 3,044 (655) (1,595) (2,911) (1,423) (898) (162)
Total other income
(expense).............. (1,634) (534) (1,119) (413) 16 8 (30)
-------- ------- ------- ------- ------- ------ ------
Earnings (loss) before
income taxes........... 1,410 (1,189) (2,714) (3,324) (1,407) (890) (192)
Income tax expense
(benefit).............. (2,907) -- -- -- -- -- --
-------- ------- ------- ------- ------- ------ ------
Net earnings (loss)..... 4,317 (1,189) (2,714) (3,324) (1,407) (890) (192)
Discount and imputed
dividends on preferred
stock.................. 80 3,203 3,233 2,318 -- -- --
-------- ------- ------- ------- ------- ------ ------
Net earnings (loss)
attributable to common
stock.................. $ 4,237 $(4,392) $(5,947) $(5,642) $(1,407) $ (890) $ (192)
======== ======= ======= ======= ======= ====== ======
Shares of common stock
used in computing
(loss) per common share
(in thousands):
Basic.................. 28,044 13,301 15,549 7,459 5,485 3,911 1,205
Diluted................ 32,374 13,301 15,549 7,459 5,485 3,911 1,205
======== ======= ======= ======= ======= ====== ======
Net earnings (loss) per
common share:
Basic.................. $ 0.15 $ (0.33) $ (0.38) $ (0.76) $ (0.26) $(0.23) $(0.16)
Diluted................ $ 0.13 $ (0.33) $ (0.38) $ (0.76) $ (0.26) $(0.23) $(0.16)
======== ======= ======= ======= ======= ====== ======
</TABLE>
(Footnote on following page)
21
<PAGE>
BALANCE SHEET DATA:
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
MARCH 31, ----------------------- -------------
1998 1997 1996 1995(1) 1994 1993
--------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents.... $ 2,967 $ 2,554 $ 2,522 $1,423 $ 441 $ 14
Total assets................. 258,770 95,113 26,184 8,014 765 309
Long-term obligations,
excluding current
installments................ 8,433 2,668 1,055 148 106 213
Total liabilities............ 107,880 50,125 12,161 1,681 261 384
Working capital.............. 24,263 7,555 6,461 3,792 375 (158)
Stockholders' equity......... 150,891 44,988 14,022 6,333 504 (75)
</TABLE>
- --------
(1) The Company changed its fiscal year end to June 30th effective in 1995.
22
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information as of July 13, 1998, based on
information obtained from the Selling Stockholders named below with respect to
the beneficial ownership of 7,122,291 Selling Stockholder Shares being
registered hereunder; the number of Shares known to the Company to be held by
each; the number of Shares to be sold by each; and the percentage of
outstanding shares of Common Stock beneficially owned by each before this
offering and assuming that no Shares will be owned after this offering.
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE OF
NATURE NUMBER OF OUTSTANDING SHARES
OF BENEFICIAL SHARES OWNED BEFORE
NAME OWNERSHIP(1) TO BE SOLD OFFERING (2)
- ---- ------------- ---------- ------------------
<S> <C> <C> <C>
Quantum Partners LDC..... 2,852,882(3) 2,852,882 7.6%
Ardsley Partners I,
L.P..................... 100,000(4) 100,000 *
Ardsley Partners II,
L.P..................... 100,000(4) 100,000 *
Ardsley Offshore Fund,
Ltd..................... 200,000(4) 200,000 *
Brown Simpson Strategic
Growth Fund, Ltd. ...... 106,200(5) 106,200 *
Brown Simpson Strategic
Growth Fund, L.P........ 35,600(5) 35,600 *
Southbrook International
Investments, Ltd........ 215,000(5) 215,000 *
Lehman Brothers, Inc..... 517,500(6) 517,500
Bosque, F.L.P............ 34,500(7) 34,500 *
Fred and Janice Clark.... 126,887(8)(9) 16,560 *
Brent Clark.............. 58,124(8)(9) 4,516 *
Steven Jensen............ 38,562(8)(10) 3,844 *
Gary Parker.............. 8,021(11)(12) 2,205 *
Ruth Lytle............... 5,392(11)(13) 1,492 *
Curt Croshaw............. 11,492(9)(11)(12) 1,492 *
Richard P. Budd (14)..... 711,368(15)(16)(19) 350,684 1.9%
Joseph R. Budd........... 263,756(15)(19) 131,878 *
John D. Budd............. 378,871(15)(19) 189,435 1.0%
Theodore P. Budd......... 263,756(15)(19) 131,878 *
Lee Ann Chrisco.......... 41,168(15)(17)(19) 41,168 *
Kenneth R. Budd.......... 195,235(15)(18)(19) 85,118 *
Kenneth R. Budd, NCUTMA
Custodian for Ryan
Budd.................... 13,188(15)(19) 6,594 *
Kenneth R. Budd, NCUTMA
Custodian for Elizabeth
Budd.................... 13,188(15)(19) 6,594 *
Richard P. Budd
Irrevocable Living
Trust................... 63,302(15)(19) 31,651 *
Womble Carlyle Sandridge
& Rice held in trust
pursuant to an Escrow
Agreement dated
January 6, 1998......... 50,000(15)(19) 50,000 *
Vern J. Luken............ 71,942(19)(20) 71,942 *
Michael V. Luken......... 25,583(19)(20) 25,583 *
Paul A. Luken............ 4,359(19)(20) 4,359 *
Audrey Luken............. 397(19)(20) 397 *
Drew D. Kinder........... 103,500(19)(21) 93,500 *
John J. Zajac............ 261,000(19)(22) 249,000 *
Ellen M. Zajac........... 31,500(19)(23) 30,000 *
Sandra P. Zajac-Pepin.... 33,000(19)(24) 21,000 *
VDS Farms, Inc. ......... 460,000(19)(25) 460,000 1.2%
Harry W. Keckley......... 100,000(19)(26) 100,000 *
Kevin W. Keckley......... 110,000(19)(27) 100,000 *
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE OF
NATURE NUMBER OF OUTSTANDING SHARES
OF BENEFICIAL SHARES OWNED BEFORE
NAME OWNERSHIP(1) TO BE SOLD OFFERING(2)
- ---- ------------- ---------- ------------------
<S> <C> <C> <C>
Jaramillo Family Trust...... 194,000(19)(28) 192,000 *
Paul R. Jaramillo........... 133,000(19)(29) 103,000 *
Jerome J. Peterson.......... 150,000(19)(30) 130,000 *
Amy C. Deckas............... 40,000(19)(30) 20,000 *
Ronald E. Evans............. 40,200(19)(30) 20,000 *
Scott J. Patterson.......... 40,000(19)(30) 20,000 *
Dallas M. Grekoff........... 30,000(19)(30) 10,000 *
James R. Billings........... 68,182(19)(31) 68,182 *
Daniel Swindell............. 40,455(19)(31) 35,455 *
Robert M. Trask............. 7,818(19)(31) 6,818 *
William D. Trask............ 5,091(19)(31) 4,091 *
Eino M. Hendrickson......... 7,818(19)(31) 6,818 *
Gary J. Marostica........... 9,182(19)(31) 8,182 *
Jerry T. Inouye............. 6,818(19)(31) 6,818 *
David C. Hill............... 10,000(32) 10,000 *
Michael D. and Neva A.
Rudder..................... 108,355(19)(33) 108,355 *
---------
Total..................... 7,122,291
=========
</TABLE>
- --------
* Less than 1%
(1) Unless otherwise noted, the Company believes that all persons named in
the table have sole investment power with respect to all shares of
Common Stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities that can be acquired by such person
within 60 days from the date hereof upon the exercise of warrants or
options. Assumes, for each person, that any exercisable and convertible
Securities that are held by such person (but not those held by any other
person) and that are exercisable or convertible within 60 days from the
date hereof have been exercised. Except as noted below, none of the
Selling Stockholders has had any position or relationship with the
Company other than as a shareholder during the past three years.
(2) Based on 37,424,477 shares of Common Stock issued and outstanding as of
August 7, 1998.
(3) These Shares were issued in private offerings pursuant to securities
purchase agreements dated March 31, 1998 and May 13, 1998, and includes
344,900 shares issuable upon conversion of Warrants granted on May 13,
1998. Soros Fund Management LLC ("SFM LLC") serves as principal
investment manager to Quantum Partners LDC and as such, has been granted
investment discretion over Quantum Partners' Shares. In such capacity
SFM LLC may be deemed to have voting and dispositive power over such
Shares. Mr. George Soros, as Chairman of SFM LLC, and Mr. Stanley
Druckenmiller, as Lead Portfolio Manager of SFM LLC, may also be deemed
to have voting and dispositive power over such Shares.
(4) These Shares were issued in a private offering pursuant to related
securities purchase agreements dated March 31, 1998.
(5) These Shares were issued in private offerings pursuant to related
securities purchase agreements dated April 2, 1998 and May 4, 1998, and
in the case of Brown Simpson Strategic Growth Fund Ltd and Brown Simpson
Strategic Growth Fund L.P., includes 25,900 and 8,700 shares,
respectively, issuable upon conversion of Warrants granted on May 4,
1998.
(6) The Shares were issued in a private offering pursuant to a securities
purchase agreement dated May 4, 1998 and includes 172,500 shares
issuable upon conversion of Warrants granted on May 4, 1998.
(7) These Shares are issuable upon conversion of Warrants granted on May 4,
1998.
(8) These Shares were issued in lieu of a cash payment due on January 1,
1998 to the former owners of Clark Seeds, Inc.
(9) Excludes 1,400 shares, 11,000 shares and 40,000 shares issuable to Fred
and Janice Clark, Brent Clark and Curt Croshaw, respectively, issuable
upon exercise of options not currently exercisable.
24
<PAGE>
(10) Includes 1,900 shares issuable upon exercise of currently exercisable
options, but excludes 2,000 shares issuable upon exercise of options not
currently exercisable.
(11) These Shares were issued to authorized "stand-by" purchasers of Common
Stock not taken by the former owners of Clark.
(12) Includes 1,200 shares issuable upon exercise of currently exercisable
options, but excludes 600 shares issuable upon exercise of options not
currently exercisable.
(13) Includes 3,900 shares issuable upon exercise of currently exercisable
options, but excludes 24,900 shares issuable upon exercise of options
not currently exercisable.
(14) Mr. Budd is an independent Director of the Company.
(15) These Shares were issued in connection with the Company's January 6,
1998 acquisition of Lofts Seed, Inc. and Budd Seed, Inc. (collectively,
"Lofts Seed").
(16) 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.
(17) These Shares originally were issued to Gerald Chrisco in connection with
the Company's January 6, 1998 acquisition of Lofts Seed, and were
transferred by Mr. Chrisco to his wife Lee Ann Chrisco. Excludes an
additional 41,168 shares owned by Mr. Chrisco, over which shares Mrs.
Chrisco disclaims beneficial ownership.
(18) 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.
(19) The Shares offered hereby are the subject of individual lock-up
agreements.
(20) These Shares were issued in connection with the Company's March 12, 1998
acquisition of Discount Farm Center Inc.
(21) These Shares were issued in connection with the Company's March 24, 1998
acquisition of Kinder Seed, Inc. Includes 10,000 shares issuable upon
exercise of options granted on March 24, 1998, pursuant to the terms of
an Employment Agreement between Mr. Kinder and the Company, but excludes
40,000 shares issuable upon exercise of options not currently
exercisable.
(22) These Shares were issued in connection with the Company's April 8, 1998
acquisition of Zajac Performance Seeds Inc. and Zajac Performance Seeds
Oregon LLC (collectively, "Zajac"). Includes 12,000 shares issuable upon
exercise of options granted on April 8, 1998, pursuant to the terms of an
Employment Agreement between Mr. Zajac and the Company, but excludes
36,000 shares issuable upon exercise of options not currently
exercisable.
(23) These Shares were issued in connection with the Company's April 8, 1998
acquisition of Zajac.
(24) These Shares were issued in connection with the Company's April 8, 1998
acquisition of Zajac. Includes 12,000 shares issuable upon exercise of
options granted on April 8, 1998, pursuant to the terms of an Employment
Agreement between Ms. Zajac-Pepin and the Company, but excludes 36,000
shares issuable upon exercise of options not currently exercisable.
(25) These Shares were issued in connection with the Company's April 23, 1998
acquisition of certain tangible and intangible assets of Van Dyke Seed
Company, Inc.
(26) These Shares were issued in connection with the Company's April 27, 1998
acquisition of Ohio Seed Company.
(27) These Shares were issued in connection with the Company's April 27, 1998
acquisition of Ohio Seed Company. Includes 10,000 shares issuable upon
exercise of options granted on April 27, 1998, pursuant to the terms of
an Employment Agreement between Mr. Keckley and the Company, but excludes
40,000 shares issuable upon exercise of options not currently
exercisable.
(28) These Shares were issued in connection with the Company's May 6, 1998
acquisition of Las Vegas Fertilizer Co., Inc. Includes 2,000 shares
purchased in the open market.
25
<PAGE>
(29) These Shares were issued in connection with the Company's May 6, 1998
acquisition of Las Vegas Fertilizer Co., Inc. Includes 30,000 shares
issuable upon exercise of options granted on May 6, 1998, pursuant to the
terms of an Employment Agreement between Mr. Jaramillo and the Company,
but excludes 120,000 shares issuable upon exercise of options not
currently exercisable.
(30) These Shares were issued in connection with the Company's May 22, 1998
acquisition of Peterson Seed Company. Includes 20,000, 20,000, 20,000,
20,000, and 20,000, shares issuable upon exercise of options granted on
May 22, 1998 to Jerome J. Peterson, Amy C. Deckas, Ronald E. Evans, Scott
J. Patterson and Dallas M. Grekoff, respectively, but excludes 40,000,
80,000, 80,000, 80,000, and 80,000 shares issuable upon exercise of
options not currently exercisable.
(31) These Shares were issued in connection with the Company's June 25, 1998
acquisition of W-D Seed Growers Idaho, Inc. Includes 5,000 shares
issuable upon exercise of options granted on June 25, 1998 to Daniel
Swindell and an aggregate of 4,000 shares, issuable upon exercise of
options to purchase 1,000 shares each granted on June 25, 1998 to each of
Robert M. Trask, William D. Trask, Eino M. Hendrickson, and Gary J.
Marostica, but excludes 20,000 shares issuable to Daniel Swindell and
4,000 shares each issuable to Robert M. Trask, William D. Trask, Eino M.
Hendrickson, and Gray J. Marostica upon exercise of options not currently
exercisable.
(32) These Shares were issued in connection with the Company's July 8, 1998
acquisition of Geo. W. Hill and Co., Inc.
(33) These Shares were issued in connection with the Company's July 21, 1998
acquisition of Arrowhead Enterprises, Inc. (d/b/a J&M Seed Company).
DESCRIPTION OF CAPITAL STOCK
Authorized
The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, $.001 par value, and 10,000,000 shares of Preferred Stock, $.001
par value.
Common Stock
The Company is authorized to issue 75,000,000 shares of Common Stock, $.001
par value per share, of which 37,424,477 shares were issued and outstanding as
of August 7, 1998. All of the outstanding shares of Common Stock and those
issuable upon completion of this offering, are and will be, duly authorized,
validly issued, fully paid and non-assessable. Holders of shares of Common
Stock are entitled to one vote for each share held of record on all matters to
be voted on by shareholders. There are no preemptive, subscription, conversion
or redemption rights pertaining to the Common Stock. Holders of shares of
Common Stock are entitled to receive such dividends as may be declared on
Common Stock by the Board of Directors out of funds legally available therefor
and to share ratably in the assets of the Company available upon liquidation
subject to rights of creditors and any shares of Preferred Stock. The holders
of shares of Common Stock do not have the right to cumulate their votes in the
election of directors and, accordingly, the holders of more than 50% of all
the Common Stock outstanding are able to elect all directors. The current
officers and directors beneficially held 5,022,975 (13.4%) of the shares
outstanding and 7,412,975 shares (18.6%) after giving full effect to the
exercise of their respective options exercisable within the succeeding 60 days
of August 7, 1998.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of Preferred Stock,
$.001 par value per share. As of the date hereof, the Company had no shares of
Preferred Stock issued and outstanding.
The Preferred Stock may be divided by the Company's Board of Directors from
time to time into one or more series. The Board of Directors is authorized to
determine the rights, preferences, privileges and restrictions, including the
dividend rights, conversion rights, voting rights, terms of redemption
(including sinking fund
26
<PAGE>
provisions, if any) and liquidation preferences, of any series of Preferred
Stock and to fix the number of shares of any such series without any further
vote or action by stockholders. The Company has no present plans, proposals,
commitments or arrangements to issue any additional shares of Preferred Stock.
The Company's Certificate of Incorporation authorizes the issuance of
Preferred Stock with such designations, rights, and preferences as may be
determined from time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without stockholder approval, to issue Preferred
Stock with dividend, liquidation, conversion, voting or other rights that
could adversely affect the voting power or other rights of the holders of the
Common Stock. Although the Preferred Stock may be used for any lawful purpose,
the Company has agreed not to use it as an anti-takeover device that could be
utilized as a method of discouraging, delaying or preventing a change in
control of the Company without the approval of the Company's stockholders.
Warrants
On May 4, 1998 and May 13, 1998, the Company issued 241,600 and 344,900
redeemable Warrants, respectively, to purchase shares of its Common Stock. The
Warrants were issued to certain QIBs and Investors in Private Placements of
units. Each unit was sold for $29.00 and consisted of two shares of Common
Stock and one Warrant. The Warrants are exercisable at a price of $17.50 per
share for three years commencing on their respective dates of issuance. The
Warrants are subject to redemption at $.01 per Warrant on five prior business
days' notice if the closing sale price of the Company's Common Stock exceeds
$25.00 per share for 15 consecutive trading days and the Company notifies the
holder it intends to force a mandatory conversion of the Warrants and the
Holder fails to exercise the Warrant. The shares of Common Stock issuable upon
exercise of the Warrants have been registered as part of this Registration
Statement and shall be issued pursuant to this Prospectus.
REGISTRAR AND TRANSFER AGENT
The Registrar and Transfer Agent for the Company's Common Stock is Corporate
Stock Transfer, Inc., Denver, Colorado.
PLAN OF DISTRIBUTION
The 7,122,291 Shares offered hereby may be sold from time to time by Selling
Stockholders in one or more transactions in the over-the-counter market, in
negotiated transactions or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
None of the Selling Stockholders has held any position, office, or otherwise
had a material relationship with the Company or any of its affiliates during
the three years prior to the date of this Prospectus, except as set forth
above under "Selling Stockholders."
The Shares may be sold from time to time directly by the Selling
Stockholders and/or by their respective assignees, transferees, pledgees or
other successors for their respective accounts and not for the account of the
Company. Alternatively, the Selling Stockholders may from time to time offer
the Shares through underwriters, dealers or agents. The distribution of the
Shares by the Selling Stockholders may be effected from time to time in one or
more transactions that may take place in the over-the-counter market including
(a) ordinary broker's transactions and transactions in which the broker
solicits purchasers; (b) privately negotiated transactions or pledges; (c)
through sales to one or more broker/dealers for resale of such shares for
their own account as principals, pursuant to this Prospectus; (d) in a block
trade (which may involve crosses) in which the broker or dealer so engaged
will attempt to sell the securities as agent, but may position and resell a
portion of the block as principal to facilitate the transaction; or (e) in
exchange distributions and/or secondary distributions, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by these holders in connection with
such sales.
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<PAGE>
The Selling Stockholders, their respective transferees, intermediaries,
donees, pledgees or other successors in interest through whom the Shares are
sold may be deemed "underwriters" within the meaning of Section 2(11) of the
Securities Act, with respect to the Shares offered and any profits realized or
commissions received may be deemed to be underwriting compensation. Any
broker-dealers that participate in the distribution of the Shares also may be
deemed to be "underwriters," as defined in the Securities Act, and any
commissions, discounts, concessions or other payments made to them, or any
profits realized by them upon the resale of any shares purchased by them as
principals, may be deemed to be underwriting commissions or discounts under
the Securities Act.
Registration of the Shares is being made pursuant to the related stock
purchase agreements between the Company and each of the Selling Stockholders
in the Private Placements and/or the purchase agreements in acquisitions of
companies completed by the Company. Pursuant to the terms of such agreements,
the Company will pay all expenses incident to the offering and sale of the
Shares to the public except as described hereinafter. The Company will not
pay, among other expenses, commissions and discounts of underwriters, dealers
or agents or the fees and expenses of counsel for the Selling Stockholders. In
some cases, the Company has agreed to indemnify the Selling Stockholders and
may indemnify any broker-dealer that participates in transactions involving
the Sale of Shares against certain liabilities, including liabilities under
the Securities Act.
There can be no assurance that any of the Selling Stockholders will sell any
or all of the Shares of Common Stock offered by them hereunder.
The sale of the Shares is subject to the Prospectus delivery and other
requirements of the Securities Act. To the extent required, the Company will
use its best efforts to file and distribute, during any period in which offers
or sales are being made, one or more amendments or supplements to this
Prospectus or a new registration statement with respect to the Shares to
describe any material information with respect to the plan of distribution not
previously disclosed in this Prospectus, including, but not limited to, the
number of shares being offered and the terms of the offering, including the
name or names of any underwriters, dealers or agents, if any, the purchase
price paid by the underwriter for Shares purchased from a Selling Stockholder,
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers and the proposed selling price to the public.
Under the Exchange Act, and the regulations thereunder, any person engaged
in a distribution of the Shares of the Company offered by this Prospectus may
not simultaneously engage in market-making activities with respect to the
Common Stock of the Company during the applicable "cooling off" period five
business days prior to the commencement of such distribution. In addition, and
without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation, Regulation M, in connection with
transactions in the Shares, which provisions may limit the timing of purchases
and sales of Shares by the Selling Stockholders.
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<PAGE>
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by Snow Becker
Krauss P.C., 605 Third Avenue, New York, New York 10158. Snow Becker Krauss
P.C. owns 43,823 shares of the Company's Common Stock and individual members
of the firm own additional shares of Common Stock.
EXPERTS
The consolidated financial statements of AgriBioTech, Inc. as of June 30,
1997 and 1996 and for the years then ended and the nine-month period ended
June 30, 1995, have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants, 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 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
29
<PAGE>
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.
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.
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NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................................................... 2
Information Incorporated by Reference.................................... 3
Prospectus Summary....................................................... 4
Summary Financial Data................................................... 5
Acquisitions, Description of Other Indebtedness, Recent Developments and
Web Site Disclosures.................................................... 6
Risk Factors............................................................. 13
Use of Proceeds.......................................................... 19
Price Range of Common Stock.............................................. 20
Dividend Policy.......................................................... 20
Selected Financial Data.................................................. 21
Selling Stockholders..................................................... 23
Description of Capital Stock............................................. 26
Plan of Distribution..................................................... 27
Legal Matters............................................................ 29
Experts.................................................................. 29
</TABLE>
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AGRIBIOTECH, INC.
7,122,291
SHARES OF
COMMON STOCK
-----------------
PROSPECTUS
-----------------
AUGUST , 1998
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered shall be borne by the Registrant and are estimated
as follows:
<TABLE>
<S> <C>
SEC Filing Fee.................................................. $ 27,175.69
Printing and Engraving Expenses................................. 100,000.00
Legal Fees and Expenses......................................... 100,000.00
Accounting Fees and Expenses.................................... 60,000.00
Registrar and Transfer Agent's Fee.............................. 5,000.00
Miscellaneous................................................... 7,824.31
-----------
Total:........................................................ $300,000.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except to the extent hereinafter set forth, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of the Registrant is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
The Company maintains insurance protecting its directors and officers
against any liability asserted against or incurred by them in such capacity or
arising out of their status as such.
Article Ninth of the Registrant's Certificate of Incorporation provides for
the indemnification of directors and officers to the fullest extent allowed by
the Nevada General Corporation Law ("GCL"), which provides in relevant part as
follows:
Section 78.751: Advancement of Expenses
1. Any discretionary indemnification under section 5 of this act, unless
ordered by a court or advanced pursuant to subsection 5, may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or
otherwise by law.
II-1
<PAGE>
3. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to section 5 of
this act or for the advancement of expenses made pursuant to subsection 2,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Indemnification of Officers, Directors, Employees and Agents.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
II-2
<PAGE>
Section 78.752: Insurance and Other Financial Arrangement Against Liability
of Directors, Officers, Employees and Agents.
1. A corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in
his capacity as a director, officer, employee or agent, or arising out of his
status as such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.
(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by the corporation or any other
person approved by the board of directors, even if all or part of the other
person's stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the
insurance or other financial arrangement is conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to personal liability
for his action,
even if a director approving the insurance or other financial arrangement
is a beneficiary of the insurance or other financial arrangement.
5. A corporation or its subsidiary which provides self-insurance for itself
or for another affiliated corporation pursuant to this section is not subject
to the provisions of Title 57 of the Nevada Revised Statutes.
Article VI of the Registrant's Bylaws provides as follows:
INDEMNIFICATION
On the terms, to the extent, and subject to the condition prescribed by
statute and by such rules and regulations, not inconsistent with statute, as
the Board of Directors may in its discretion impose in general or particular
cases or classes of cases, (a) the Corporation shall indemnify any person
made, or threatened to be made, a party to an action or proceeding, civil or
criminal, including an action by or in the right of any other corporation of
any type or kind, domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise which any director or officer
of the Corporation served in any capacity at the request of
II-3
<PAGE>
the Corporation, by reason of the fact that he, his testator or intestate, was
a director or officer of the Corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
in any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, and
(b) the Corporation may pay, in advance of final disposition of any such
action or proceeding, expenses incurred by such person in defending such
action or proceeding.
On the terms, to the extent, and subject to the conditions prescribed by
statute and by such rules and regulations, not inconsistent with statute, as
the Board of Directors may in its discretion impose in general or particular
cases or classes of cases, (a) the Corporation shall indemnify any person made
a party to an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation, against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of such action, or in
connection with an appeal therein, and (b) the Corporation may pay, in advance
of final disposition of any such action, expenses incurred by such person in
defending such action or proceeding.
ITEM 16. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
*5.1 Securities opinion of Snow Becker Krauss P.C.
*23.1 Consent of KPMG Peat Marwick LLP
*23.2 Consent of Cannon & Company
*23.3 Consent of Price, Koontz & Davies, P.C.
*23.4 Consent of Amper, Politziner & 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. is included in Exhibit 5.1 to
this Registration Statement.
24.1 Power of Attorney (on signature page of the initial filing of the
Registration Statement)
</TABLE>
- --------
* Filed with this Registration Statement.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement.
II-4
<PAGE>
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment shall be deemed a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the end of the
offering.
(4) For the purpose of determining any liability under the Securities
Act, to treat each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement as a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the issuer pursuant to the foregoing provisions, or otherwise,
the issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the issuer of expenses incurred or paid by a director,
officer or controlling person of the issuer in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(6) For determining any liability under the Securities Act, to treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the issuer under Rule 424(b)(1), or (4) or 497(h)
under the Securities Act as part of this registration statement as of the
time the Commission declared it effective.
(7) For determining any liability under the Securities Act, to treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Henderson, State of Nevada, on
August 10, 1998.
Agribiotech, Inc.
/s/ Johnny R. Thomas
By:
----------------------------------
Johnny R. Thomas, Chairman of the
Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant on August 10, 1998 and in the capacities indicated.
/s/ Johnny R. Thomas Chairman of the Board
- ----------------------------------- (Principal Executive
Johnny R. Thomas Officer and Director)
* President and Director
- -----------------------------------
Kent Schulze
* Vice President and Treasurer
- ----------------------------------- (Principal Financial and
Henry A. Ingalls Accounting Officer)
* Vice President and Director
- -----------------------------------
Scott J. Loomis
* Vice President, Secretary
- ----------------------------------- and Director
John C. Francis
* Director
- -----------------------------------
James W. Hopkins
* Director
- -----------------------------------
Richard P. Budd
- --------
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of the above-indicated officers and
directors of the Registrant pursuant to powers of attorney signed by such
officers and directors.
/s/ Johnny R. Thomas
- -----------------------------------
Johnny R. Thomas as Attorney-in-
fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
*5.1 Securities opinion of Snow Becker Krauss P.C.
*23.1 Consent of KPMG Peat Marwick LLP
*23.2 Consent of Cannon & Company
*23.3 Consent of Price, Koontz & Davies, P.C.
*23.4 Consent of Amper, Politziner & 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. is included in Exhibit 5.1 to
this Registration Statement.
*24.1 Power of Attorney (on signature page of the initial filing of the
Registration Statement)
</TABLE>
- --------
* Filed with this Registration Statement.
<PAGE>
EXHIBIT 5.1
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, NY 10158
AUGUST 4, 1998
AgriBioTech, Inc.
120 Corporate Park Drive
Henderson, Nevada 89014
Re: Registration Statement on Form S-3 Relating to 7,122,291 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-3 (the
"Registration Statement") relating to 7,122,291 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 references to
our firm under the headings, "Selected Financial Data" and "Experts" in the
Prospectus.
Our report on the AgriBioTech, Inc. consolidated financial statements dated
September 26, 1997, except as to note 2(k) and the twelfth paragraph of note
7, which are as of February 10, 1998, refers to the retroactive effect of a
change in accounting for convertible preferred stock.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
August 10, 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 Osceo Inc.
We consent to the incorporation by reference in the registration statement
on Form S-3 (No. 333-47637), 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
Mississanga, Canada
August 10, 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
