As filed with the Securities and Exchange Commission on June 21, 1999
Registration No. 333-71477
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AGRIBIOTECH, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 85-0325742
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
120 Corporate Park Drive
Henderson, Nevada 89014
(702) 566-2440
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(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
Mr. Randy Ingram, Executive Vice-President and CFO
AgriBioTech, Inc.
120 Corporate Park Drive
Henderson, Nevada 89014
(702) 566-2440
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(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: N/A.
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. [_]
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. [_]
<PAGE>
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EXPLANATORY NOTE
This Post-Effective Amendment to Registration Statement on Form S-3 (No.
333-71477) of AgriBioTech, Inc. ("ABT") is being filed to withdraw 2,093,890
shares of ABT common stock that were registered in this Registration Statement
when originally filed, but that have not been issued. The shares of common stock
to which this post-effective amendment applies were registered as part of the
3,796,890 shares described in footnote (2) under the heading Calculation of
Registration Fee on page (ii) of Amendment No. 2 to this Registration Statement
dated March 30, 1999. This Registration Statement was originally filed to
register 1,703,000 shares issuable upon possible future conversion of ABT's 5%
subordinated convertible debentures due December 30, 2001, at $13.68 per share,
390,890 shares issuable upon payment (in the form of shares of common stock) of
interest on the debentures, and 1,703,000 shares issuable upon exercise of
common stock purchase warrants at $15.00 per share. On May 28, 1999, ABT
completed an early redemption of all $23.3 million of the 5% subordinated
convertible debentures. Therefore, the 1,703,000 shares issuable upon possible
future conversion of the debentures and the 390,890 shares issuable upon payment
of interest on the debentures will never be issued and are being withdrawn from
this Registration Statement. The 1,703,000 shares issuable upon exercise of
common stock purchase warrants continue to be registered under this Registration
Statement.
<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 Post-Effective
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 June 18, 1999.
AGRIBIOTECH, INC.
By: /s/ Randy Ingram
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Randy Ingram, Executive Vice-
President, CFO
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 June 18, 1999 and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
* Chairman of the Board, Chief Executive Officer
- ---------------------------- (Principal Executive Officer) and Director
Richard P. Budd
/s/ Randy Ingram Executive Vice-President, Chief Financial Officer
- ---------------------------- (Principal Financial and Accounting Officer)
Randy Ingram and Director
* Executive Vice-President, Director of Research
- ---------------------------- and Director
Thomas R. Rice
* Director
- ----------------------------
James W. Hopkins
*
- ---------------------------- Director
James W. Johnston
- ---------------------------- Director
L. Glenn Orr
</TABLE>
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* 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/ Randy Ingram
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Randy Ingram as Attorney-in-
fact
