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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 1997
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AgriBioTech, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-19352 85-0325742
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(State or Other Jurisdiction (Commission File Number) (IRS Employer Ident. No.)
of Incorporation)
120 Corporate Park Drive, Henderson, Nevada 89014
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(Address of Principal Executive Offices) (Zip Code)
(702) 566-2440
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Registrant's telephone number, including area code
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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A to the Current report on Form 8-K ("Form
8-K") for October 22, 1997 of AgriBioTech, Inc., a Nevada corporation (the
"Company") is submitted in order to amend Item 7 of the Form 8-K to include
Exhibit 2.3, Guaranty Agreement dated October 22, 1997 by and among the Company,
Seed Mart Inc., Ramy Commercial Property, Inc., and LaCrosse Seed Corporation.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
2.1 Asset Purchase Agreement dated October 22, 1997 by and among
AgriBioTech, Inc., Seed Mart Inc., Ramy Commercial Property,
Inc., and LaCrosse Seed Corporation.*
2.2 Omitted Schedules and Exhibits to the Purchase Agreement.*
2.3 Guaranty Agreement dated October 22, 1997 by and among
AgriBioTech, Inc., Seed Mart Inc., Ramy Commercial Property,
Inc., and LaCrosse Seed Corporation.
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* Filed Previously
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AGRIBIOTECH, INC.
(Registrant)
Date: August 28, 1998 /s/ Henry A. Ingalls
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Henry A. Ingalls,
Vice President
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Asset Purchase Agreement dated October 22, 1997 by and among
AgriBioTech, Inc., Seed Mart, Inc., Ramy Commercial Property,
Inc., and LaCrosse Seed Corporation.*
2.2 Omitted Schedules and Exhibits to the Asset Purchase Agreement.*
2.3 Guaranty Agreement dated August 22, 1997 by and among
AgriBioTech, Inc., Greg S. Fennel and James E. Olsen.
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* Filed Previously
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EXHIBIT 2.3
GUARANTY AGREEMENT
GUARANTY AGREEMENT (the "Guaranty") dated October 22, 1997 (the "Closing
Date") by and among Ramy Commercial Property, Inc., La Crosse Seed Corporation
(collectively, the "Sellers"), Seed Mart, Inc. (the "Buyer") and AgriBioTech,
Inc. ("ABT").
W I T N E S S E T H:
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WHEREAS, Buyer has agreed to purchase substantially all of the assets of
the Sellers pursuant to an Asset Purchase Agreement dated October 22, 1997 (the
"Asset Purchase Agreement"), by and among ABT, the Sellers and the Buyer; and
WHEREAS, pursuant to Section 3(a)(ii) of the Asset Purchase Agreement, ABT
will transfer to the Sellers 229,885 registered shares of Common Stock of ABT
(the "ABT Shares"; the term ABT Shares shall not include shares acquired by
Michael T. Ramy, Sr. and David P. Ramy, Sr. pursuant to the exercise of
options); and
WHEREAS, pursuant to Section 3(a)(ii) of the Asset Purchase Agreement, the
Sellers and ABT have entered into a Lock-Up Agreement (the "Lock-Up"), pursuant
to which Sellers have agreed that they shall not sell, transfer or otherwise
dispose of the ABT Shares except as set forth in the Lock-Up; and
WHEREAS, pursuant to Section 3(c) of the Asset Purchase Agreement, ABT has
guaranteed the Guaranteed Proceeds (as defined below) from the sale of the ABT
Shares when sold pursuant to the Lock-Up.
NOW, THEREFORE, in consideration of the foregoing and of the terms,
conditions and mutual covenants appearing in this Guaranty, the parties hereto
hereby agree as follows:
SECTION 1. The ABT Shares, when sold pursuant to the Lock-Up in an "in-
the-market" transaction, shall have the minimum average price of $8.70 per share
(the "Guaranteed Proceeds") guaranteed by ABT. The Guaranteed Proceeds shall be
calculated every three months on a cumulative basis, such that (A) any deficits
in Guaranteed Proceeds shall be paid to Sellers in cash on the last business day
of the month following the end of a measurement period, and (B) Seller's
incremental share, as described in Section 3 below, of any excess over
Guaranteed Proceeds shall be carried forward to subsequent measurement periods,
and may be applied to reduce or eliminate any subsequent deficit in Guaranteed
Proceeds. The term "in-the-market" shall mean a sale made on the NASDAQ Stock
Market through customary trading channels.
SECTION 2. Pursuant to the Lock-Up, any ABT Shares that Sellers elect
not to sell during the period January 1, 1998 to October 9, 1998 (the "Sale
Period") shall be eligible for sale after October 9, 1998 in such quantities as
Sellers desire. The Guaranty shall not apply to the proceeds received from the
sale of such ABT Shares.
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SECTION 3. In consideration of the Guaranty granted herein, Sellers
agree that Sellers, throughout the Sale Period, shall keep 100% of the
Guaranteed Proceeds on sales of ABT Shares up to $14.00 per share. Throughout
the Sale Period, ABT and Sellers shall share the excess amount above the
Guaranteed Proceeds (but no amount below the Guaranteed Proceeds) on sales of
ABT Shares according to the following schedule:
<TABLE>
<CAPTION>
NET PROCEEDS SELLERS' INCREMENTAL ABT'S INCREMENTAL
$/SHARE SHARE SHARE
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<S> <C> <C>
To the extent the Guaranteed Proceeds are 100% 0%
less than or equal to $14
To the extent the Guaranteed Proceeds are 50% 50%
greater than $14
</TABLE>
SECTION 4. The Sellers acknowledge that their breach or violation of any
of the provisions of the Lock-Up may cause irreparable damage to ABT and the
Buyer. Accordingly, upon the occurrence of any such breach or violation in
addition to any other remedies at law or in equity which ABT or the Buyer may
have, any and all obligations of ABT and the Buyer under this Guaranty shall
immediately cease and this Guaranty shall be null and void.
SECTION 5. Subject to Section 8 hereunder, this Agreement shall inure to
the benefit of and be binding upon ABT, its successors and assigns, and upon the
Sellers, their heirs, executors, administrators, legatees and legal
representatives.
SECTION 6. Should any part of this Guaranty, for any reason whatsoever, be
declared invalid, illegal, or incapable of being enforced in whole or in part,
such decision shall not affect the validity of any remaining portion, which
remaining portion shall remain in full force and effect as if this Guaranty had
been executed with the invalid portion thereof eliminated, and it is hereby
declared the intention of the parties hereto that they would have executed the
remaining portion of this Guaranty without including therein any portion which
may for any reason be declared invalid.
SECTION 7. This Guaranty shall be construed and enforced in accordance
with the laws of the State of Nevada applicable to agreements made and to be
performed in such State without application of the principles of conflicts of
laws of such State.
SECTION 8. This Guaranty and all rights hereunder are personal to the
parties and shall not be assignable, and any purported assignment in violation
thereof shall be null and void.
SECTION 9. (A) All notices, requests, consents, and demands by the
parties hereunder shall be delivered by hand, recognized national overnight
courier or by deposit in the United States Mail, postage prepaid, by registered
or certified mail, return receipt requested, addressed
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to the party to be notified at the address set forth below:
(i) if to the Sellers to:
Ramy Commercial Property, Inc.
1329 North Riverfront Drive
Mankato, MN 56001
Attention:
Telecopier No.:
LaCrosse Seed Corporation
1329 North Riverfront Drive
Mankato, MN 56001
Attention:
Telecopier No.
with a copy to:
Gray, Plant, Mooty, Mooty & Bennett, P.A.
3400 City Center
33 South Sixth Street
Minneapolis, MN 55402-3796
Attention: Joe Kinning, Esq.
(ii) if to the Buyer to:
AgriBioTech, Inc.
2700 Sunset Road, Suite C-25
Las Vegas, Nevada 89120
Attention: Johnny R. Thomas, President
with a copy to:
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
Attention: Elliot H. Lutzker, Esq.
(B) Notices given by mail shall be deemed effective on the earlier of
the date shown on the proof of receipt of such mail or, unless the recipient
proves that the notice was received later or not received, three (3) days after
the date of mailing thereof. Other notices shall be deemed given on the date of
receipt. Any party hereto may change the address specified herein by written
notice to the other parties hereto.
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SECTION 10. The failure of either party to insist upon the strict
performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance
therewith, and said terms, conditions and provisions shall remain in full force
and effect. No waiver of any term or any condition of this Agreement on the
part of either party shall be effective for any purpose whatsoever unless such
waiver is in writing and signed by such party.
IN WITNESS WHEREOF, the parties hereto have executed this Guaranty as of
the day and year first written above.
RAMY COMMERCIAL PROPERTY, INC.
By: /s/ Michael T. Ramy, Sr.
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Michael T. Ramy, Sr., President
LACROSSE SEED CORPORATION
By: /s/ David P. Ramy, Sr.
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David P. Ramy, Sr., Treasurer
AGRIBIOTECH, INC.
By: /s/ Kathleen L. Gillespie
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Kathleen L. Gillespie
Vice President
SEED MART, INC.
By: /s/ Kathleen L. Gillespie
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Kathleen L. Gillespie
Vice President
