<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statemen___[_] Confidential,tfor use of the Commission
only (per Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-ll(c) or Rule 14a-12
AGRIBIOTECH, INC.
(Name of Registrant as Specified In Its Charter)
AGRIBIOTECH, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated, and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-ll(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
AGRIBIOTECH, INC.
120 CORPORATE PARK DRIVE
HENDERSON, NEVADA 89014
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 22, 1999
----------------
TO THE STOCKHOLDERS OF AGRIBIOTECH, INC.:
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of AgriBioTech, Inc. (the "Company"), which will be held at
10:00 a.m. (local time) on February 22, 1999, at the offices of the Company,
at 120 Corporate Park Drive, Henderson, Nevada 89014, to consider and act upon
the following matters:
(1) The election of a Board of Directors consisting of six (6) persons to
hold office for a one-year term and until their successors are duly elected
and qualified.
(2) The adoption of an amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of Common Stock
from 75 million to 100 million shares.
(3) The transaction of such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Only stockholders of record at the close of business on December 31, 1998
will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.
By Order of the Board of Directors,
John C. Francis,
Secretary
Date: January 11, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD WHICH IS BEING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, AND RETURN IT WITHOUT DELAY
IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
YOUR PROXY IS REVOCABLE AND WILL NOT BE USED IF YOU ARE PRESENT AND PREFER
TO VOTE IN PERSON OR IF YOU REVOKE THE PROXY.
<PAGE>
AGRIBIOTECH, INC.
120 CORPORATE PARK DRIVE
HENDERSON, NEVADA 89014
----------------
PROXY STATEMENT
----------------
These proxy materials are being furnished to holders of common stock, $.001
par value ("Common Stock") of AgriBioTech, Inc., a Nevada corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders of the
Company and for any adjournment or adjournments thereof (the "Annual
Meeting"), to be held at 10:00 a.m. (local time) on February 22, 1999 at the
offices of the Company at 120 Corporate Park Drive, Henderson, Nevada 89014,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. A form of proxy (the "Proxy") for the Annual Meeting on which
you may indicate your votes as to each of the proposals described in this
Proxy Statement is enclosed.
All Proxies that are properly completed, signed and returned to the Company
prior to the Annual Meeting, and that have not been revoked, will be voted in
accordance with the stockholder's instructions contained in such Proxy. In the
absence of contrary instructions, shares represented by such Proxy will be
voted FOR the election of the nominees for Director as set forth herein and
FOR the adoption of Proposal 2.
The vote of the plurality of the votes cast at the Annual Meeting will
decide the election of directors. The affirmative vote by holders of a
majority of the Common Stock issued and outstanding on the Record Date (as
defined below) is required for the adoption of Proposal 2.
Shares represented by Proxies that are marked "ABSTAIN" as to any Proposal
and Proxies that are marked to deny authority on all other matters will not be
included in the vote totals and, therefore, will be counted in determining the
existence of a quorum but will have no effect on the voting. In addition,
where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not provided voting instructions (commonly referred
to as "broker non-votes"), those shares will be counted in determining the
existence of a quorum and will be voted "FOR" election of the nominees, and
"FOR" adoption of Proposal 2, the increase in the number of authorized shares
of Common Stock.
On December 31, 1998 (the "Record Date"), there were 41,207,878 shares of
Common Stock outstanding. Only holders of Common Stock as of the Record Date
will be entitled to vote at the Annual Meeting.
The Board of Directors does not anticipate that the director nominees will
be unavailable for election and does not know of any other matters that may be
brought before the Annual Meeting. In the event that any other matter shall
come before the Annual Meeting or the nominees are not available for election,
the persons named in the enclosed Proxy will have discretionary authority to
vote all Proxies not specifying to the contrary with respect to such matter in
accordance with their best judgment.
As described below under Proposal 2, on October 8, 1998, the Company
announced it had retained Merrill Lynch & Co. as its investment banker
primarily to explore alternatives to maximize shareholder value and
subsequently added Deutsche Bank Securities as an advisor for such
transactions. The Company has said it is exploring all alternatives, including
the option of a strategic equity partner or fund willing to acquire at least a
20% interest in the Company, up to a complete acquisition of the Company. In
the event that information on such a proposed transaction requiring
shareholder approval becomes available prior to the Annual Meeting,
supplemental proxy materials will be provided to you. No action will be taken
on such a transaction without your receiving such supplemental proxy materials
in advance, including the solicitation of your proxy with respect to a
proposed transaction.
<PAGE>
A stockholder may revoke his Proxy at any time before it is exercised by
filing a notice of revocation with the Secretary of the Company at its
principal executive offices, by filing a duly executed Proxy bearing a later
date, or by appearing in person at the Annual Meeting and expressing a desire
to vote his shares in person.
A list of stockholders entitled to vote at the Annual Meeting will be open
to examination by any stockholder, for any purpose germane to the meeting, at
the executive offices of the Company, 120 Corporate Park Drive, Henderson,
Nevada 89014, during ordinary business hours for ten days prior to the Annual
Meeting. Such list will also be available during the Annual Meeting.
This Proxy Statement, the accompanying Notice of Annual Meeting of
Stockholders, the Proxy, the 1998 Annual Report to Stockholders, including
financial statements, are expected to be mailed commencing on or about January
11, 1999 to stockholders of record on December 31, 1998.
VOTING SECURITIES
December 31, 1998 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting or any
adjournment or adjournments thereof. As of that date, the Company had
41,207,878 shares of Common Stock outstanding. Each share of Common Stock is
entitled to one vote with respect to each matter set forth in the Notice of
Meeting.
The following table sets forth information as of December 31, 1998, based on
information obtained from the persons named below, with respect to the
beneficial ownership of shares of Common Stock by (i) each person known by the
Company to be the owner of more than 5% of the outstanding shares of Common
Stock, (ii) each Director, (iii) each Executive Officer named under the
heading "Executive Compensation" and (iv) all Executive Officers and Directors
as a group, the number of shares, warrants and options known to the Company to
be held by each as of the date of this Proxy Statement, and the percentage of
outstanding shares of Common Stock to be beneficially owned by each.
<TABLE>
<CAPTION>
PERCENTAGE
AMOUNT AND NATURE OF OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) STOCK OWNED(2)
------------------------------------ ----------------------- --------------
<S> <C> <C>
Johnny R. Thomas(3)................... 2,025,207(4) 4.9%
John C. Francis(3).................... 1,014,815 2.5%
Scott J. Loomis....................... 1,174,207 2.8%
Kent Schulze(3)....................... 185,000(5) *
James W. Hopkins...................... 25,000 *
Richard P. Budd....................... 721,368(6) 1.8%
Henry A. Ingalls(3)................... 1,302,378(7) 3.1%
Quantum Partners LDC.................. 4,562,882(8) 10.9%
Kaya Flamboyan 9, Willemstad, Curacao
Netherlands Antilles
All executive officers and directors
as a group (8 persons)............... 5,660,597(9) 13.6%
</TABLE>
- --------
* Represents less than 1%.
(1) Unless otherwise noted, the Company believes that each person has sole
voting and investment power with respect to all shares of Common Stock
beneficially owned, subject to community property laws where applicable.
Each person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of determination upon
the exercise of warrants or options. The percentage ownership of each
person is determined by assuming that options or warrants that are held by
such person (but not those held by any other person) and which are
exercisable within 60 days from the date of determination have been
exercised.
(2) Based on 41,207,878 shares outstanding as of December 31, 1998.
2
<PAGE>
(3) This person's address is c/o the Company, 120 Corporate Park Drive,
Henderson, Nevada 89014.
(4) Includes an aggregate of 228,500 shares of Common Stock gifted by Dr.
Thomas to his wife and children over which he retains voting power and
disposition power and up to 60,000 shares of Common Stock which Dr. Thomas
intends to gift to unaffiliated not-for-profit charities.
(5) Includes 180,000 shares issuable upon exercise of currently exercisable
options, but excludes 240,000 shares underlying options not currently
exercisable.
(6) Excludes 701,368 shares issued on January 6, 1998 in connection with the
Company's acquisition of Lofts Seed, Inc. and related entities. Mr. Budd
disclaims beneficial ownership of 1,298,632 shares owned by other former
shareholders of the acquired entities including the Richard P. Budd
Irrevocable Living Trust. Also includes 20,000 shares issuable upon
exercise of options granted January 6, 1998 when Mr. Budd became a
Director of the Company.
(7) Includes 1,225,000 shares issuable upon exercise of currently exercisable
options (475,000 for cash only) and 13,000 shares held by Mr. Ingalls'
minor child for which Mr. Ingalls disclaims beneficial ownership.
Effective November 2, 1998, Mr. Ingalls is no longer deemed to be an
executive officer.
(8) Includes 344,900 and 270,000 shares issuable upon conversion of Warrants
granted on May 13, 1998 and August 28, 1998, respectively. 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 power over such
shares.
(9) Includes the Company's directors and current non-director executive
officers (Randy Ingram and Thomas B. Rice), but excludes Henry A. Ingalls.
Also includes 500,000 shares underlying options held by directors and
current executive officers.
3
<PAGE>
PROPOSAL 1--ELECTION OF DIRECTORS
The six (6) nominees of management for election as Directors of the Company
at the Annual Meeting are currently serving as Directors of the Company. If
elected, a Director of the Company will hold office until the next Annual
Meeting of Stockholders and until his successor is duly elected and qualified
or until his death, resignation or removal. It is intended that the
accompanying form of Proxy will be voted FOR the election as Directors of the
nominees named below, unless the Proxy contains contrary instructions.
Management has no reason to believe that the nominees will not be candidates
or will be unable to serve. However, in the event that any nominee should
become unable or unwilling to serve as a Director, the Proxy will be voted for
the election of the remainder of those named, and for such substitute person
as shall be designated by the Directors.
The following table sets forth information concerning nominees for Director
of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITIONS
---- --- ---------
<S> <C> <C>
Johnny R. Thomas......... 57 Chief Executive Officer and Director
Kent Schulze............. 54 President, Chief Operating Officer and Director
John C. Francis.......... 49 Vice President, Secretary and Director
Scott J. Loomis.......... 50 Vice President and Director
James W. Hopkins......... 63 Director(1)
Richard P. Budd.......... 56 Director(1)
</TABLE>
- --------
(1) Member of the Audit, Compensation and Stock Option Committees.
Johnny R. Thomas has served as Chairman of the Board and Chief Executive
Officer of the Company since April 1, 1994, a director of the Company since
September 30, 1993, and was President of the Company from April 1, 1994 until
December 31, 1997. He was President, Chairman of the Board and Chief Executive
Officer of FiberChem, Inc. ("FCI") from its inception in December 1986 until
March 31, 1994. Dr. Thomas received his Ph.D. degree in genetics/plant
breeding from Oregon State University in 1966.
Kent Schulze has served as President and Chief Operating Officer of the
Company since January 1, 1998 and as a director since May 8, 1996. He served
as a consultant to the Company from June 1997 until January 1998. Mr. Schulze
is the President and co-founder of Access Plant Technology, Inc., a technology
transfer firm which he founded in April 1996. From April 1990 to March 1996,
Mr. Schulze was President and Chief Executive Officer of Northrup King
Company, a seed developer and marketing subsidiary of Sandoz Corp., the
world's second largest seed company. From 1986 to 1990, Mr. Schulze was
President and Chief Operating Officer of DEKALB-Pfizer Genetics, where he was
responsible for that company's worldwide seed operations.
John C. Francis has served as Vice President, Secretary and a director of
the Company since April 1, 1994. He was the Chief Financial Officer of the
Company from April 1994 until April 1996. Mr. Francis served as Vice
President, Chief Financial Officer and a Director of FCI from its inception in
December 1986 until March 31, 1994. Mr. Francis also served as a Director of
FCI Environmental, Inc., a wholly-owned subsidiary of FCI ("FCI
Environmental") from January 1990 until March 31, 1994 and served as Director
of Marketing of FCI Environmental from September 1, 1993 to December 31, 1993.
Scott J. Loomis has served as Vice President of the Company since April 1,
1994 and was President, Secretary and a director of the Company from September
30, 1993 until March 31, 1994. He served as Chairman of the Board of FCI from
August 1995 until December 1997, served as FCI's President from April 1994
until August 1995 and was a director of FCI from June 1989 until December
1997. He was a director of FCI Environmental from January 1990 until December
1997. Mr. Loomis has been a licensed attorney in the State of Arizona since
1974.
4
<PAGE>
James W. Hopkins has served as a director of the Company since January 1997
and also as a consultant to the Company since June 1997. Since July 1996, he
has served as President of Agriworld Technologies, an agricultural consulting
firm. Prior thereto, from December 1993, he served as Vice President of
Mycogen Corporation and General Manager of Mycogen Seeds. For Mycogen
Corporation, Mr. Hopkins worked on strategic alliances, joint ventures,
acquisitions and mergers and was responsible for all global seed activities.
For Mycogen Seeds he was responsible for the consolidation of four autonomous
operating companies. Between 1963 and 1992, Mr. Hopkins had a variety of
responsibilities with four different seed companies. He has extensive
experience in the summer annual forage crops.
Richard P. Budd was elected a director of the Company on January 6, 1998
upon the Company's acquisition by merger of Lofts Seed, Inc. Mr. Budd served
as the Chief Executive Officer of Budd Seed, Inc. an affiliated company of
Lofts from 1985 and of Lofts Seed, Inc. from June 1996 until both companies
were acquired by the Company in January 1998. Mr. Budd has also been the Chief
Executive Officer of The Budd Group since 1964. The Budd Group is a service
company engaged in primarily janitorial, landscape, security guard, and
administrative support services, which had a management services agreement
with the Company from January 6, 1998 through December 31, 1998. Mr. Budd is
President of Sylco Aviation, Inc. and the Vice Chairman of High Point
University.
CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors held two meetings during Fiscal 1998 and conducted
other business by unanimous written consent. Each Director attended both Board
meetings and at least 75% of the meetings of the committees on which he
served.
The Board of Directors has established Audit, Stock Option and Compensation
Committees, each of which consists of Mr. Budd and Mr. Hopkins. The Audit
Committee met two times during Fiscal 1998 and the Stock Option and
Compensation Committee each met once. Each of these committees also conferred
by telephone during Fiscal 1998 and the Stock Option Committee conducted
business by unanimous written consent.
Among the duties of the Compensation Committee are the making of
recommendations to the Board of Directors concerning remuneration for officers
and key employees of the Company, and the review of any compensation and
incentive programs for executive officers, consultants and others. There are
no Compensation Committee or Board of Directors interlocking relationships
with respect to the Company.
The duties of the Audit Committee include recommending the independent
public accountants to serve as the Company's auditors, reviewing and
considering the actions of management in matters relating to audit functions,
reviewing with such accountants the scope and results of their audit
engagement, reviewing the financial statements and information included in the
Company's filings with the Securities and Exchange Commission, reviewing the
Company's system of internal controls and procedures and reviewing the
effectiveness of procedures intended to prevent violations of laws and
regulations.
The Stock Option Committee is charged with the administration of the
Company's grant of stock options.
SEED ADVISORY COMMITTEE
The Company has established a Seed Advisory Committee (the "SAC") consisting
of seed industry experts with a wide variety of experience. Fred Clark, the
Company's Manager of International and Domestic Relations and past President
of the American Seed Trade Foundation and founder of Clark Seeds, Inc., an ABT
subsidiary, is serving as the Chairman of the SAC. The SAC will be used as a
general resource for the Company's management team. The SAC currently consists
of six members including Mr. Clark.
5
<PAGE>
EXECUTIVE OFFICERS
The names and business backgrounds of the current Executive Officers of the
Company who are not Directors of the Company are:
<TABLE>
<CAPTION>
YEAR FIRST
NAME AGE POSITIONS WITH THE COMPANY BECAME OFFICER
---- --- -------------------------- --------------
<S> <C> <C> <C>
Randy Ingram............ 39 Vice President, and Chief Financial Officer 1998
Thomas R. Rice.......... 51 Vice President, Director of Research 1998
</TABLE>
Randy Ingram was elected Chief Financial Officer of the Company on November
2, 1998. Prior thereto, from September 1998, he served as Vice President of
the Company. From January 1996, until September 1998, Mr. Ingram was Head,
Business Planning and Development at global headquarters of Novartis Seeds AG
(Basel, Switzerland). Prior thereto, from March 1993, he served as Vice
President of Finance and Chief Financial Officer at Northrup King Co., at the
time an operating unit of Sandoz Seeds, Ltd. He is a Certified Public
Accountant, with extensive postgraduate work in executive education at leading
U.S. institutions.
Thomas R. Rice was elected Vice President, Director of Research of the
Company on January 1, 1998. Mr. Rice has over 20 years of experience in the
seed industry in both research and management. From 1976 to 1985, Mr. Rice
worked for Pfizer, Inc. where he served as senior research scientist, project
leader and manager. From 1985 to 1990, he served as Vice President, Director
of Research and Executive Vice President of DEKALB--Pfizer Genetics. From 1990
to 1993, Mr. Rice was the President and Chief Operating Officer of DEKALB
Plant Genetics and from 1993--1995 he served as the Senior Vice President,
Research of DEKALB Genetics Corp.
Kathleen L. Gillespie, Vice President of Mergers and Acquisitions, was an
executive officer during the fiscal year ended June 30, 1998. Effective July
1, 1998, Ms. Gillespie is no longer deemed to be an executive officer. Henry
A. Ingalls, Vice President, Treasurer and Chief Financial Officer, was an
executive officer during the fiscal year ended June 30, 1998 and through
November 1, 1998. Effective November 2, 1998, Mr. Ingalls ceased to serve as
Chief Financial Officer of the Company and is no longer deemed to be an
executive officer.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16 of the Securities Exchange Act of 1934, the Company's
executive officers, Directors and persons who own more than ten percent of the
Company's Common Stock, are required to file certain reports, within specified
time periods, indicating their holdings of and transactions in the Common
Stock and derivative securities. Based solely on a review of such reports
provided to the Company and written representations from such persons
regarding the necessity to file such reports, the Company is not aware of any
failures to file reports or report transactions in a timely manner during the
fiscal year ended June 30, 1998, except that Messrs. Thomas, Francis and
Loomis each filed one late report on Form 4 concerning one transaction each,
and Messrs. Hopkins and Schulze each filed one late report on Form 5
concerning one transaction each.
6
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by, or
paid for all services rendered to the Company during the fiscal year ended
June 30, 1998 ("Fiscal 1998"), the fiscal year ended June 30, 1997 ("Fiscal
1997"), and the fiscal year ended June 30, 1996 ("Fiscal 1996") by those
persons who served as Chief Executive Officer and any Named Executive Officers
who received compensation in excess of $100,000 during Fiscal 1998.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------- ------------
OTHER
ANNUAL SHARES
COMPENSATION UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#)
- --------------------------- ---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Johnny R. Thomas,.......... 1998 $ 60,000 $ -0- $ -0- -0-
President and CEO 1997 84,000 -0- 131,906(2) -0-
1996 84,000 -0- -0- 1,000,000
Henry A. Ingalls,.......... 1998 150,000 30,000 20,000 -0-
Vice President, CFO, and
Treasurer (3) 1997 150,000 30,000 26,250(2) -0-
1996 37,500 7,500 5,000 1,250,000
</TABLE>
- --------
(1) The above compensation figures do not include the cost to the Company of
benefits, including premiums for life and health insurance and any other
personal benefits provided by the Company to such persons in connection
with the Company's business, which were in any event below reportable
thresholds.
(2) Includes the difference between the exercise price and the fair market
value of options (the "spread") on the date of exercise of in-the-money
options, but excludes the spread for options not in-the-money when
exercised.
(3) Mr. Ingalls became Vice President, Chief Financial Officer, and Treasurer
of the Company on April 3, 1996. Effective November 2, 1998, Mr. Ingalls
ceased to serve as Chief Financial Officer of the Company, and is no
longer deemed to be an executive officer.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The table below includes information regarding the value realized on option
exercises and the market value of unexercised options held by the Named
Executive Officers in the Summary Compensation Table during Fiscal 1998.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT FY- IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE END (#) FY-END ($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/ UNEXERCISABLE EXERCISABLE/ UNEXERCISABLE
---- ----------- ------------ -------------------------- --------------------------
<S> <C> <C> <C> <C>
Johnny R. Thomas........ -0- $-0- -0- $ -0-
Henry A. Ingalls........ -0- -0- 1,225,000/0(1) 31,320,800/0(2)
</TABLE>
- --------
(1) Of these options, 475,000 are currently exercisable only for cash.
(2) Based on the closing price of the Company's Common Stock on June 30, 1998
of $27.688
Directors Fees
Officer-directors currently receive no compensation for serving on the Board
of Directors other than reimbursements of reasonable expenses incurred in
attending meetings. Outside directors receive $9,000 per year for attending
meetings on up to six different days, $1,500 for additional days and
reimbursement of expenses. Each outside director also received options to
purchase 20,000 shares of Common Stock upon joining the Board, 10,000 of which
vested immediately, and 10,000 of which vest after a year of service.
7
<PAGE>
Employment Agreements
On February 1, 1994, Scott Loomis entered into an employment agreement with
the Company and became Vice President on April 1, 1994. Mr. Loomis was
compensated at the rate of $7,000 per month until July 1, 1997 when he agreed
to reduce his salary to $55,000 per year. The employment agreement is
terminable by the Company without cause on ten days' prior notice. During the
term of his agreement, and for a period of two years following termination of
employment, Mr. Loomis will be prohibited from engaging in activities which
are competitive with those of the Company and its affiliated corporations
within the United States and from disclosing confidential information of the
Company.
On March 10, 1994, the Company entered into an employment agreement with
Johnny Thomas, commencing on April 1, 1994. The agreement contains
substantially the same terms as Mr. Loomis' above-described agreement. On July
1, 1997, Dr. Thomas agreed to reduce his salary to $60,000 per year.
As of April 1, 1994, the Company entered into an employment agreement with
John C. Francis. The agreement contains substantially the same terms as Mr.
Loomis' above-described agreement. On July 1, 1997, Mr. Francis agreed to
reduce his salary to $48,000 per year.
On February 13, 1996, the Company entered into an employment agreement with
Henry A. Ingalls. The agreement's term runs from April 3, 1996 for four years.
Mr. Ingalls' aggregate compensation begins at $170,000 per annum plus a
minimum bonus of $30,000 per year. The compensation is subject to annual
escalations at the greater of 5% or the general inflation rate. The Agreement
contains a covenant by Mr. Ingalls not to compete against the Company during
the term and for a two-year period thereafter. Mr. Ingalls also received
options to purchase up to 1,250,000 shares of Common Stock, exercisable at
$2.12 per share vesting over five years, but immediately exercisable for cash.
See "Stock Options" below. Upon termination without cause, Mr. Ingalls would
be entitled to two years' compensation. In the event there is a material
change in the ownership or management of the Company and at any time
thereafter Mr. Ingalls is either terminated or, in his sole determination,
there is a significant change in his duties, responsibilities, principal
location of employment or compensation, Mr. Ingalls shall be vested in full in
all stock options granted pursuant to his employment agreement and shall be
entitled to receive his full compensation and other employee benefits for
three years from the date of termination or his determining that such a change
has occurred. For purposes of Mr. Ingalls' Employment Agreement, "change in
control" refers to a change in the management and "control" owners of the
corporation, consisting of Johnny R. Thomas, John C. Francis and Scott J.
Loomis.
On November 18, 1997, the Company entered into an employment agreement with
Thomas B. Rice. The agreement's term runs from January 1, 1998 for four years.
Dr. Rice's salary begins at $120,000 and is subject to annual increases as
determined by the Compensation Committee. Dr. Rice also received options to
purchase up to 500,000 shares of Common Stock at prices ranging from $8.50 to
$10.00 per share vesting over four years. The agreement contains a covenant by
Dr. Rice not to compete against the Company during the term and for a two to
five-year period thereafter. Upon termination without cause, or if Dr. Rice
voluntarily terminates the agreement upon at least nine months' notice (and
assists in the transition process), Dr. Rice would be entitled to one year's
compensation from the date of involuntary termination or notice of voluntary
termination and become vested in his stock options which would otherwise
become vested within 12 months from such date. In the event there is a change
in the Chief Executive Officer of the Company and at any time thereafter Dr.
Rice is either terminated or, in his sole determination, there is a
significant change in his duties, responsibilities, or compensation, Dr. Rice
shall be vested in full in all stock options granted pursuant to his
employment agreement and shall be entitled to receive his full compensation,
less $1.00, and other employee benefits for two years from the date of
termination or his determining that such a change has occurred. In addition
for a one-year period following the change of Chief Executive Officer, Dr.
Rice has the option to terminate the agreement without justification and be
vested in his stock options, which would otherwise become vested on the next
anniversary date of employment and receive his full compensation for one year
following such termination.
8
<PAGE>
On November 19, 1997, the Company entered into an employment agreement with
Kent Schulze. The agreement's term runs from January 1, 1998 for four years.
Mr. Schulze's salary begins at $187,500 and is subject to annual increases as
determined by the Compensation Committee. Mr. Schulze also received options to
purchase up to 400,000 shares of Common Stock at prices ranging from $9.25 to
$13.25 per share vesting over four years. The agreement contains a covenant by
Mr. Schulze not to compete against the Company during the term and for a two
year period (one year if he is terminated without cause) thereafter. Upon
termination without cause, Mr. Schulze would be entitled to one year's
compensation from the date of such involuntary termination and become vested
in his stock options which would otherwise become vested within 12 months from
such date. In the event there is a change in the Chief Executive Officer of
the Company, Mr. Schulze would have substantially the same rights as those
granted in Dr. Rice's agreement, described above.
On August 5, 1998, the Company entered into an employment agreement with
Randy Ingram terminable for cause or without cause upon 10 working days'
notice. If the agreement is terminated without cause, Mr. Ingram will receive
12 months salary as severance pay and be vested in the options which would
otherwise have vested on the next anniversary of employment following such
termination. The agreement contains a covenant by Mr. Ingram not to compete
against the Company during the term and for a one-year period thereafter. If
Mr. Ingram voluntarily terminates the agreement, Mr. Ingram would not be
entitled to any compensation and not have any rights to exercise stock options
exercisable upon termination. In the event there is a change in the Chief
Executive Officer of the Company and at any time thereafter Mr. Ingram is
either terminated or, in his sole determination, there is a significant change
in his duties, responsibilities, or compensation, Mr. Ingram shall be vested
in full in all stock options granted pursuant to his employment agreement and
shall be entitled to receive his full compensation, less $1.00, and other
employee benefits for two years from the date of termination or his
determining that such a change has occurred. In addition, for a one-year
period following the change of Chief Executive Officer, Mr. Ingram has the
option to terminate the agreement without justification and be vested in his
stock options, which would otherwise become vested on the next anniversary
date of employment and receive his full compensation for one year following
such termination. Mr. Ingram is currently receiving a salary of $150,000 per
annum. Under his employment agreement, Mr. Ingram was granted stock options to
purchase 250,000 shares of Common Stock exercisable at $15.5625 per share and
vesting 50,000 shares upon signing of the employment agreement and 50,000 on
each of the four subsequent anniversary dates.
RELATED PARTY TRANSACTIONS
On January 6, 1998, in connection with the Company's acquisition of Lofts
Seed Company, the Company entered into a management services agreement with
Budd Services Inc. (now known as "The Budd Group"). Richard P. Budd, one of
the Directors of the Company, is Chief Executive Officer of The Budd Group.
Under such agreement, the Company contracted with The Budd Group for certain
accounting and human resources services in consideration of which the Company
paid The Budd Group approximately $100,000 per month. The agreement with The
Budd Group has been terminated as of the end of business on December 31, 1998
and the services provided thereunder will be performed internally by the
Company.
STOCK BONUS PLAN
The Company adopted an Employee Stock Bonus Plan (the "Bonus Plan")
effective May 24, 1994 providing for the issuance of up to 40,000 shares of
Common Stock per year to any employee, consultant, officer or director, up to
an aggregate of 400,000 shares for the entire Bonus Plan. Pursuant to the
Bonus Plan, employees of the Company are eligible to receive a stock bonus at
the discretion of the managing committee based on length of service and
contribution or potential value to the Company. As of the date hereof, no
bonus shares have been issued.
STOCK OPTIONS
The Company has established the AgriBioTech, Inc. 1994 Employee Stock Option
Plan, as amended (the "Plan"). The Plan is intended to provide the employees,
directors, independent contractors and consultants of
9
<PAGE>
the Company with an added incentive to continue their services to the Company,
and to induce them to exert their maximum efforts toward the Company's
success. The Plan provides for the grant of options to qualified directors,
employees (including officers), independent contractors and consultants of the
Company to purchase an aggregate of 3,600,000 shares of Common Stock, but no
more than 300,000 options may be granted to any one person in any two-year
period. The Plan is currently administered by the Stock Option Committee of
the Board of Directors. The Committee determines, among other things, the
persons to be granted options under the Plan, the number of shares subject to
each option and the option price.
The Plan allows the Company to grant incentive stock options ("ISOs"), as
defined in Section 422(b) of the Internal Revenue Code of 1986, as amended
(the "Code"), Non-Qualified Stock Options ("NQSOs") not intended to qualify
under Section 422(b) of the Code and Stock Appreciation Rights ("SARs";
collectively, "Options") at any time within 10 years from the date the Plan
was adopted. The exercise price of ISOs may not be less than the fair market
value of the Common Stock on the date of grant, provided that the exercise
price of ISOs granted to an optionee owning more than 10% of the outstanding
Common Stock may not be less than 110% of the fair market value of the Common
Stock on the date of grant. In addition, the aggregate fair market value of
stock with respect to which ISOs are exercisable for the first time by an
optionee during any calendar year shall not exceed $100,000. Options shall
have a term of no more than ten years, except that ISOs granted to an optionee
owning more than 10% of the Outstanding Common Stock shall have a term of no
more than five years and must be granted to and exercised by employees of the
Company (including officers). Options are not transferable, except upon the
death of the optionee.
At December 31, 1998 an aggregate of approximately 1.9 million options were
outstanding under the Plan, at prices ranging from $2.00 to $27.688, including
20,000 options to Kent Schulze, President, Chief Operating Officer and a
Director of the Company, 50,000 options to Randy Ingram, Chief Financial
Officer, and 20,000 options to Richard P. Budd, an independent director of the
Company. Options to purchase an aggregate of approximately 1.3 million shares
of Common Stock were available for future grants under the Plan as of December
31, 1998.
In addition, as of December 31, 1998 officers, key employees and consultants
of the Company held options to purchase an aggregate of approximately 6.9
million shares of Common Stock outside of the Plan, exercisable for up to
ten years ending in 2006, at prices ranging from $2.00 to $25.63 per share.
Mr. Schulze held five-year options to purchase up to an aggregate of 400,000
shares of Common Stock at prices ranging from $9.25 to $13.25 per share, Dr.
Rice held five-year options outside of the Plan to purchase up to an aggregate
of 500,000 shares of Common Stock at prices ranging from $8.50 to $10.00 per
share and Mr. Ingram held five year options outside of the Plan to purchase up
to 250,000 shares of Common Stock at $15.5625 per share. Such options vest
over three to six-year periods.
RETIREMENT PLAN
The Company has a defined contribution plan (the "401(k) Plan") which covers
all employees. Eligible employees may contribute up to 30 percent of their
annual compensation, not to exceed the statutory maximum. The Company may make
discretionary contributions. Participants are immediately vested in their
contribution and vest 20 percent per year in the Company's contributions for
each year of service after the first year. The Company made no contributions
to the 401(k) Plan in Fiscal 1997 or 1996. Beginning in January 1998, the
Company began matching employee contributions to the 401(k) Plan up to 50% of
the first 4% of the employees' compensation for employees whose base
compensation is $60,000 or less. For other employees, the Company's matching
is limited to 50% of the first 2% of amounts contributed by the employees. No
matching contributions are made for officers of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a Compensation Committee consisting of Richard P. Budd and
James W. Hopkins which has the responsibility of setting executive
compensation. There are no compensation committee (or Board of Directors)
interlock relationships with respect to the Company.
10
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation program for its executive officers and other
senior management is administered by the Compensation Committee of the Board
of Directors. The Compensation Committee is composed entirely of independent
outside directors. The Compensation Committee's role is to assure that the
Company's compensation strategy is aligned with the best interests of the
stockholders, and that the Company's compensation structure will allow for
fair and reasonable base salaries and the opportunity for senior management to
earn short-term and long-term compensation that reflects Company and
individual performance, consistent with industry practice. Because the
Company's success in implementing its business strategy is dependent upon the
performance of its executive officers and other senior management, the
Company's compensation philosophy is that compensation for its executive
officers and senior management should be tied directly to the performance of
the Company, and that these executives should share in the same risks and
rewards as the Company's stockholders. The Company's compensation philosophy
for executives provides for relatively low cash compensation complemented with
stock options that tie the total benefits of such executives to appreciation
of stock value similar to that of stockholders in general. This philosophy,
which the Company has followed since it became a publicly owned company, is
reflected in the individual employment agreements between the Company and its
executive officers and other senior management. On July 1, 1997, to tie their
compensation even more closely to the performance of the Company, and to
highlight senior management's goal of maximizing value for the Company's
stockholders, the Company's Chief Executive Officer and two other officers
voluntarily reduced their salaries to levels beneath those provided in their
respective employment agreements.
Salary ranges within the Company for all personnel, not just executive
officers, are based on skill level and experience required to perform the
duties, along with the position's level of importance to overall Company
operations. Individual salary ranges are established at levels that provide
internal equity, as well as competitiveness with similar positions in other
companies with similar businesses. Merit salary increases are determined
annually based on job performance and current salary level within the salary
range set for that position. Each of the Company's executive officers and
other senior management is employed pursuant to an employment agreement that
sets forth compensation arrangements. Each executive officer's performance
review includes achievement against an established set of management
responsibilities, as well as specific individual objectives. Objectives relate
to the business function of that officer and may include financial performance
objectives (i.e., achievement of specified goals), as well as other objectives
relating to the individual's particular role in the Company.
On March 10, 1994, the Company entered into an employment agreement with Dr.
Thomas, the Company's Chief Executive Officer, commencing on April 11, 1994.
Under this agreement, Dr. Thomas was compensated at the rate of $7,000 per
month until July 1, 1997 when he agreed to reduce his salary to $60,000 per
year. The Compensation Committee believes this salary is considerably below
that paid to persons in similar positions with similar responsibilities in
other companies in the seed industry, as well as other companies of comparable
size. Dr. Thomas has opted to focus the efforts of the Company on increasing
stockholder value in anticipation of achieving greater rewards through
appreciation of the value of the Company's Common Stock owned by him along
with all of the Company's public stockholders.
Each of the Company's executive officers and members of senior management
are employed pursuant to employment contracts, the terms of which were
approved by the Company's Board of Directors, that provide for the
individual's compensation. The Compensation Committee has reviewed the terms
of these employment agreements and determined that no changes were warranted
at this time.
Compensation Committee
Richard P. Budd
James W. Hopkins
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares on a cumulative basis the yearly change,
assuming dividend reinvestment, from May 24, 1995, the date the Company's
Common stock first began trading on the Nasdaq Small-Cap market, through
December 31, 1998 in (a) the total shareholder return on the Company's Common
Stock with (b) the total return on the Russell 2000 Index and (c) the total
return on a selected peer group index (the "Peer Group"). The Russell 2000 has
been selected as the required broad entity market index. The Peer Group is an
index weighted by the relative market capitalization of the following four
companies: DEKALB Genetics Corp., Delta & Pine Land Co., Mycogen Corp., and
Pioneer Hi-Bred International Inc. The four companies comprising the Peer
Group were identified by the Company as those public companies whose
operations are concentrated in the seed industry. The graph below assumes that
$100 has been invested in each of the Company, the Russell 2000 Index and the
Peer Group.
COMPARISON OF CUMULATIVE TOTAL RETURN, OF ONE OR MORE
COMPANIES, PEER GROUPS AND/OR BROAD MARKETS
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
CUSTOMER RUSSELL
Measurement Period SELECTED 2000
(Fiscal Year Covered) AGRIBIOTECH INC. STOCK LIST INDEX
- --------------------- ---------------- ---------- --------
<S> <C> <C> <C>
Measurement Pt- May 24, 1995 $100 $100 $100
FYE June 30, 1995 $126.67 $112.53 $105.19
FYE June 28, 1996 $108.33 $161.57 $130.44
FYE June 30, 1997 $185 $251.56 $151.74
FYE June 30, 1998 $738.33 $417.17 $176.75
FYE December 31, 1998 $345 $311.55 $141.14
</TABLE>
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(800) 649-6826
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ALL THE
NOMINEES LISTED IN THE FOREGOING PROPOSAL 1.
12
<PAGE>
PROPOSAL 2--RATIFICATION OF AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION THEREBY INCREASING THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 75,000,000 TO 100,000,000.
At the Annual Meeting, Stockholders will be asked to ratify an amendment to
the Company's Articles of Incorporation (the "Articles") proposed by
resolution of the Board of Directors which would increase the number of
authorized shares of Common Stock from 75,000,000 to 100,000,000.
The Company's authorized capital stock currently consists of 75,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock. As of the
December 31, 1998 Record Date, 41,207,878 shares of Common Stock were
outstanding, approximately 3.3 million shares were issuable under the 1994
Employee Stock Option Plan, 6.9 million shares were issuable upon exercise of
options granted outside of the option plan, 400,000 shares were issuable under
the Company's Employee Stock Bonus Plan, 1,516,500 shares were issuable upon
exercise of outstanding warrants and no shares of Preferred Stock were
outstanding. Accordingly, as of the Record Date, if all options and warrants
were exercised approximately 53.3 million shares of Common Stock would be
outstanding. In addition, the Company has signed a letter of intent to acquire
another company under which the Company's Common Stock would be issued as part
of the purchase price. The Company has reserved approximately 2.8 million
shares for issuance in future acquisitions, including those currently pending.
The Common Stock has no preemptive or other subscription rights.
On October 8, 1998, the Company announced it had retained Merrill Lynch &
Co. as its investment banker primarily to explore alternatives to maximize
shareholder value and subsequently added Deutsche Bank Securities as an
advisor for such transactions. The Company has said it is exploring all
alternatives, including the option of a strategic equity partner or fund
willing to acquire at least a 20% interest in the Company, up to a complete
acquisition of the Company. To the extent required by Nevada law or NASDAQ
regulations, shareholder approval will be solicited in connection with either
an initial investment in the Company and/or the merger which could result from
an acquisition of the Company. Regardless of whether shareholder approval is
required, the Company needs shares of Common Stock available for issuance in
order to effect such a transaction.
On December 31, 1998, the Company completed the sale of $15 million of long-
term convertible debt financing, although the private offering is continuing
to those institutional investors and funds that have previously committed a
minimum of $25 million with an over-allotment to increase the size of the
offering. The Company will need to reserve for issuance all such shares which
are issuable in this offering.
Furthermore, to achieve its stated objectives, the Company anticipates
continuing its growth through acquisitions. The Company has no present plans
to enter into any other transaction involving the issuance of Common Stock
other than as described above, however, the Company needs to have the
flexibility to do so.
Based on the above, the Board of Directors believes that the number of
authorized shares should be increased at this time. The additional shares of
Common Stock proposed to be authorized would be available and provide to the
Board of Directors flexibility to meet future capital requirements including
shares that could be utilized in connection with the growth of the Company
through acquisitions, to take advantage of propitious market conditions, in
connection with financing opportunities and for stock dividends or splits
should the Board decide that it would be desirable, in light of market
conditions then prevailing, to broaden the public ownership of, and to enhance
the market for, the Common Stock. Additional shares would also be available
for employee benefit programs, at the discretion of the Board of Directors of
the Company, without the delays and expenses ordinarily attendant upon
obtaining further stockholder approval. To the extent required by Nevada law,
stockholder approval will be solicited in the event shares of stock are to be
issued in connection with a merger (e.g., in the sale of the Company's
business), but, in general, the additional authorized shares may be issued by
the Board of Directors without stockholder approval. The issuance of such
shares would dilute the voting power and, in many cases, the liquidation value
of the outstanding shares.
13
<PAGE>
The affirmative vote of the majority of shares issued and outstanding is
required to ratify the amendment to the Articles, except as described on page
1 above.
The proposed Amendment to the Articles is as follows:
"FOURTH: (a) The Corporation is authorized to issue one hundred ten million
(110,000,000) shares, consisting of one hundred million (100,000,000) shares
of common stock, $.001 par value ("Common Stock"), and ten million
(10,000,000) shares of preferred stock, $.001 par value ("Preferred
Stock"). . . . ."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ADOPTION OF THE
AMENDMENT TO THE ARTICLES INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK--PROPOSAL 2
ADDITIONAL INFORMATION
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at the
Annual Meeting except the matters set forth in the Notice and described in
this Proxy Statement. Unless otherwise directed, all shares represented by
Board of Directors' Proxies will be voted in favor of the proposals of the
Board of Directors described in this Proxy Statement. If any other matters
come before the Annual Meeting, the persons named in the accompanying Proxy
will vote on those matters according to their best judgment.
AUDITORS
KPMG Peat Marwick LLP is the accounting firm that examined and reported on
the Company's financial statements for the last fiscal year. It is expected
that representatives of the firm will be present at the meeting to make any
statements they desire to make and to answer questions directed to them. The
Board of Directors has not yet selected auditors for the 1999 fiscal year
pending the completion of the process to explore alternatives to maximize
shareholder value discussed under Proposal 2 above.
EXPENSES
The entire cost of preparing, assembling, printing and mailing this Proxy
Statement, the enclosed Proxy and other materials, and the cost of soliciting
Proxies with respect to the Annual Meeting, will be borne by the Company. The
Company will request banks and brokers to solicit their customers who
beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The original solicitation of Proxies by mail may be
supplemented by telephone and facsimile by officers and other regular
employees of the Company, but no additional compensation will be paid to such
individuals.
STOCKHOLDER PROPOSALS
No person who intends to present a proposal for action at a forthcoming
stockholders' meeting of the Company may seek to have the proposal included in
the proxy statement or form of proxy for such meeting unless that person (a)
is a record beneficial owner of at least $2,000 in market value of shares of
Common Stock, has held such shares for at least one year at the time the
proposal is submitted, and such person shall continue to own such shares
through the date on which the meeting is held, (b) provides the Company with a
written statement from the "record" holder of the Company's Common Stock
beneficially owned by the person seeking
14
<PAGE>
to present a proposal, if such name is different from the name of the
beneficial owner, verifying beneficial ownership for at least one year at the
time the proposal was submitted; and a written statement from the beneficial
owner verifying such person's intent to continue to own such shares through
the date on which the meeting is held, (c) notifies the Company of his
intention to appear personally at the meeting or by a qualified representative
under Nevada law to present his proposal for action and (d) submits his
proposal timely. A proposal to be included in the proxy statement or proxy for
the Company's next annual meeting of stockholders, will be submitted timely
only if the proposal has been received at the Company's principal executive
office no later than September 12, 1999. If the date of such meeting is
changed by more than 30 calendar days from the date such meeting is scheduled
to be held under the Company's By-Laws, or if the proposal is to be presented
at any meeting other than the next annual meeting of stockholders, the
proposal must be received at the Company's principal executive office at a
reasonable time before the solicitation of proxies for such meeting is made.
Even if the foregoing requirements are satisfied, a person may submit only
one proposal with a supporting statement of not more than 500 words, if the
latter is requested by the proponent for inclusion in the proxy materials, and
under certain circumstances enumerated in the Securities and Exchange
Commission's rules relating to the solicitation of proxies, the Company may be
entitled to omit the proposal and any statement in support thereof from its
proxy statement and form of proxy.
AVAILABLE INFORMATION
Copies of the Company's Annual Report on Form 10-K for the year ended June
30, 1998, and each Quarterly Report, as filed with the Securities and Exchange
Commission, including the financial statements, can be obtained without charge
by stockholders (including beneficial owners of the Company's Common Stock),
and exhibits may be obtained at a reasonable charge, upon written request to
John C. Francis, the Company's Secretary, at 120 Corporate Park Drive,
Henderson, NV 89014. The Company's EDGAR filings, including exhibits, can be
obtained from the Securities and Exchange Commission's World Wide Web site:
www.sec.gov.
By Order of The Board of Directors
John C. Francis
Secretary
Henderson, Nevada
January 11, 1999
15
<PAGE>
PROXY AGRIBIOTECH, INC.
The undersigned, a holder of Common Stock of AgriBioTech, Inc., a Nevada
corporation (the "Company"), hereby appoints JOHNNY R. THOMAS and JOHN C.
FRANCIS, and each of them, the proxies of the undersigned, each with full power
to appoint their substitutes, and hereby authorizes them to attend, represent
and vote for the undersigned, all of the shares of the Company held of record
by the undersigned on December 31, 1998, at the Annual Meeting of Stockholders
of the Company to be held at the offices of the Company, at 120 Corporate Park
Drive, Henderson, Nevada 89014 at 10:00 a.m. (Local Time), on February 22, 1999
and any adjournment(s) thereof, as follows:
1. Election of Directors, as provided in the Company's Proxy Statement:
FOR all nominees listed WITHHOLD AUTHORITY
below. [_] to vote for all
the nominees
listed below. [_]
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through or otherwise strike out the nominee's name below.)
[_] Johnny R. Thomas [_] Scott J. Loomis [_] John C. Francis
[_] Kent Schulze [_] James W. Hopkins [_] Richard P. Budd
2. The amendment to the Company's Articles of Incorporation to authorize an
increase in the number of authorized shares of Common Stock from 75 million to
100 million shares.
[_] FOR [_] AGAINST [_] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS INDICATED HEREON. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE DIRECTORS NAMED IN PROPOSAL 1, FOR THE ADOPTION
OF PROPOSAL 2 AND AS SUCH PROXIES SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS
AS MAY COME BEFORE THE MEETING. EACH MATTER ABOVE WAS PROPOSED BY THE BOARD OF
DIRECTORS.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated January 11, 1999 relating to the
Annual Meeting and the 1998 Annual Report to Stockholders.
-----------------------
-----------------------
SIGNATURE(S) OF
STOCKHOLDER(S)
The signature(s) hereon should
correspond exactly with the name(s)
of the Stockholder(s) appearing on
the Stock Certificate. If stock is
jointly held, all joint owners
should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. If signer is a
corporation, please sign the full
corporate name, and give title of
signing officer.
Date: ___________, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AGRIBIOTECH, INC. PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. IT
IS IMPORTANT THAT YOU VOTE.
