Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-61097
SUPPLEMENT TO AGRIBIOTECH, INC.
PROSPECTUS DATED AUGUST 14, 1998
AS PREVIOUSLY SUPPLEMENTED ON SEPTEMBER 4, 1998,
DECEMBER 29, 1998, JANUARY 22, 1999, FEBRUARY 5, 1999, AND JUNE 29, 1999
___________________________________
The offering:
Shares of common stock offered...... 480,000 shares issued to Thomas K.
Hodges and Halina K. Hodges (400,000
shares), and Bill L. Rose, L.L.C. (80,000
shares) as additional consideration in
connection with ABT's acquisition of
HybriGene, LLC from the Hodges and Rose.
Price of common stock............... On September 23, 1999, the closing sale
price of ABT common stock on the Nasdaq
National Market was $4 5/16 per share.
Nasdaq National Market symbol....... ABTX
___________________________________
The shares offered hereby involve a high degree of risk. See "Risk Factors"
beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
___________________________________
September 24, 1999
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement on Form S-4
we filed with the SEC on August 14, 1998. The prospectus that we filed included
a general description of the securities that we may offer at any time for two
years from that date. This supplement contains information included in the
August 14, 1998 prospectus and updated information and specific information
about the securities being offered under this prospectus supplement.
This prospectus supplement relates to 480,000 shares of our common stock
that we are issuing to Thomas K. Hodges, Halina K. Hodges, and Bill L. Rose,
L.L.C., as additional consideration in connection with ABT's acquisition of
HybriGene, LLC from the Hodges and Rose. The shares of common stock are referred
to in this prospectus supplement as the "shares" and were registered as an
original equity issuances as part of this registration statement.
To fully understand this offering, you should read this prospectus
supplement and the additional information described under the heading "Where You
Can Find More Information."
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUMMARY.............................................. -3-
RISK FACTORS.................................................... -4-
WHERE YOU CAN FIND MORE INFORMATION............................. -11-
USE OF PROCEEDS................................................. -12-
DIVIDEND POLICY................................................. -13-
PRICE RANGE OF COMMON STOCK..................................... -13-
RECENT DEVELOPMENTS............................................. -14-
DESCRIPTION OF CAPITAL STOCK.................................... -15-
PLAN OF DISTRIBUTION............................................ -16-
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES............................. -16-
LEGAL MATTERS................................................... -16-
EXPERTS......................................................... -17-
</TABLE>
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PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus
supplement and may not contain all the information that is important to you. To
understand the circumstances and terms of the offering and for complete
information about ABT, you should read this entire document and the information
incorporated by reference, including the financial statements and the notes to
the financial statements. Unless otherwise stated, all references to fiscal
years are to a June 30 year end.
THE COMPANY
ABT is the largest agricultural seed company in the United States that
specializes in developing, processing, packaging and distributing varieties of
forage crops, in which the entire plant is harvested for livestock consumption,
and cool-season turfgrass seeds, seed used in home-lawns, golf courses, parks,
cemeteries and roadway medians. Since January 1, 1995, we have completed 34
acquisitions and, including net sales from the businesses we have acquired, we
have grown from net sales of $29,000 in fiscal 1994 to pro forma net sales of
approximately $409 million for fiscal 1998. We own all elements of our forage
and turfgrass seed operations including traditional genetic breeding, by
breeding varieties with desirable traits together to form a new variety, and
research and development programs, seed processing plants that clean, condition
and package seed grown under contract for us, and national and international
sales and distribution networks. This means that we are a vertically integrated
business. ABT's headquarters are located at 120 Corporate Park Drive, Henderson,
NV 89014; telephone (702) 566-2440.
THE OFFERING
On January 22, 1999, ABT completed the acquisition of 100% of the issued
and outstanding share capital of HybriGene, LLC, an Indiana limited liability
company, from Thomas K. Hodges, Halina K. Hodges, individuals, and Bill L. Rose,
L.L.C., an Oregon limited liability company, under a stock purchase agreement
dated January 22, 1999. HybriGene, LLC has been engaged in research and
development concerning the use of genetic technology in the farming industry.
The aggregate purchase price was $11.5 million, paid as follows: Thomas and
Halina Hodges - $9.5 million in the form of 515,000 shares of ABT's common
stock; Bill L. Rose, L.L.C. - $100,000 in cash and $1.9 million in the form of
103,012 shares of ABT's common stock.
The issuances of the shares of common stock were registered as described in
the prospectus supplement dated February 5, 1999 and may be resold subject to
the terms of lock-up agreements between the recipients of ABT common stock and
ABT. You will find additional information including financial information,
concerning HybriGene, LLC in our Current Report on Form 8-K dated January 22,
1999, and filed on February 5, 1999, which is incorporated by reference into
this prospectus supplement.
In the above transaction, ABT guaranteed the recipients of ABT common stock
that the amount they would receive upon sale of the ABT shares would equal the
agreed-upon value of those shares, provided the shares were sold in accordance
with the terms of the lock-up agreements. In addition, ABT is to receive any
proceeds that exceed the agreed-upon value of the shares. ABT may satisfy
obligations with respect to the guarantees by issuing additional shares of ABT
common stock or by making cash payments, at ABT's option. Due to declines in the
price of ABT's common stock since these arrangements were agreed to, proceeds of
sales of shares have not been sufficient to satisfy the guarantees. The
recipients agreed to suspend sales of ABT common stock from April 1, 1999
through June 30, 1999 and ABT agreed to make cash payments aggregating $1.3
million to certain of these recipients. These payments have been made and
credited against the guaranteed proceeds. In addition, ABT granted these
recipients options to buy an aggregate of 95,000 shares of ABT common stock at
$5.00 per share, which equaled the market price at the time of grant.
ABT agreed with these recipients to issue an additional 1,000,000 shares of
ABT common stock to them on June 29, 1999, the proceeds from the sale of which
will be credited against the guaranteed proceeds. ABT is now issuing an
additional 480,000 shares of common stock to them. If the shares remaining from
the previous issuances and the additional shares are sold realizing average net
proceeds of $5.00 per share, the total received by these recipients will satisfy
all amounts due under the guarantees. If the net proceeds realized from the sale
of the shares averages less than $5.00 per share, ABT has the option of paying
cash or issuing additional shares of common stock to satisfy the shortfall, in
certain circumstances.
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RISK FACTORS
Before you invest in our securities, you should be aware that there are
various risks, including those described below, that may affect our business,
financial condition and results of operations. We caution you, however, that
this list of risk factors may not be all inclusive.
Potential Material Adverse Effects If We Are Unable to Manage Recent Rapid
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Growth from Net Sales of $26 Million in Fiscal 1996 to Pro Forma Net Sales
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of $409 Million for Fiscal 1998.
-------------------------------
We have acquired all or part of 34 businesses in the forage and turfgrass
seed sector since January 1, 1995. As a result of these acquisitions, we have
experienced significant revenue growth and expanded the number of our employees
and the geographic scope of our operations. We recently reorganized our senior
management. The founders of ABT are no longer members of senior management. We
have a new Chief Executive Officer, a new President/Chief Operating Officer, two
Executive Vice-Presidents and a Senior Vice-President, who have overall
responsibility for managing ABT. These changes were put into effect in February
through June 1999. Therefore, we cannot assure you that our new management will
be able to successfully manage our growth. This rapid growth has placed and may
continue to place significant demands on our management, technical, financial
and other resources. To manage growth effectively, we will need to improve
operational, financial and management information systems, procedures and
controls. We may not be able to manage future growth effectively, and failure to
do so could have a material adverse effect on our business, financial condition
and/or operating results. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the 1998 Form 10-K and the March 31,
1999 Form 10-Q (collectively, the "MD&A"), and "Description of Business -
Acquisition Program" in the 1998 Form 10-K.
Possible Failure to Effectively and Profitably Integrate Our 34
---------------------------------------------------------------
Acquisitions May Result in Continued Losses.
-------------------------------------------
Our future success depends upon our ability to combine or integrate the
operations of the businesses we have acquired into a vertically integrated
company which represents all aspects of the forage and turfgrass seed
production, research and distribution process. If we cannot successfully
integrate all of the businesses we have acquired, our business, financial
condition and/or operating results may be materially adversely affected and we
would not expect to operate profitably. To successfully integrate the acquired
businesses, we must realize cost efficiencies without losing sales and margins.
As part of the process of integrating the businesses acquired, we initially
announced that we expected to record a one-time expense of between $5 million
and $15 million during fiscal 1999. This will consist mainly of severance and
employment related costs and the closing of certain facilities. We will record
the large majority of the restructuring and other non-recurring special charges
related to the integration in the forth quarter of FY1999 results. These charges
are estimated to be in the middle of the previously announced range. We are
currently completing property appraisals that will allow the final amounts of
the charges to be determined. Certain special charges related to the
restructuring, for example, personnel relocation costs and machinery relocation,
estimated at less than $2.0 million will be recognized in the first half of
FY2000. The cost savings resulting from the integration plan are expected to
exceed $14.0 million on an annualized basis. In addition, we have recorded a
significant amount of goodwill relating to our acquisitions. Although we believe
that goodwill is recoverable from future operations in our current operating
structure, as part of our restructuring, it is possible that some portion of
goodwill will become impaired and written-down as a non-cash expenditure.
Despite these significant changes, we need to maintain product lines, brands and
facilities in order to keep our customers satisfied. In addition, ABT's
integration efforts are being carried out by a new management team who were
hired because of their operating backgrounds, but have worked together only for
a short time. See "MD&A" and "Description of Business - Acquisition Program" in
the 1998 Form 10-K.
No Assurance of ABT's Ability to Continue to Grow Since We Relied on
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Acquisitions to Grow and Do Not Intend to Make Many Acquisitions in the
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Future.
------
We have experienced significant growth in net sales, from approximately $26
million in fiscal 1996 to $66 million in fiscal 1997, $205 million in fiscal
1998 and pro forma net sales of approximately $409 million for fiscal 1998,
reflecting the sale of the fertilizer division of Willamette Seed Company. While
we have achieved this growth through acquisitions, we do not intend to make many
acquisitions in the future and may sell individual or groups of assets as part
of our integration plans. Our future growth depends upon our ability to
integrate our operations, and to increase sales from existing operations. We may
not be successful in expanding existing operations because we operate in a
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highly competitive industry, which is highly cyclical due to weather and
consumer demand and is subject to numerous other risks described, in this
prospectus supplement.
Potential Undiscovered Liabilities Associated with ABT's 34 Acquisitions.
------------------------------------------------------------------------
The businesses that we have acquired may have existing liabilities that we
may have been unable to discover during our pre-acquisition investigation. If
liabilities are discovered, we could have liabilities that result from the
conduct of prior owners of the businesses and our operations may be materially
adversely affected. These liabilities may arise from environmental contamination
or non-compliance by prior owners with environmental laws or regulatory
requirements. Any indemnities or warranties that we receive from prior owners
may not fully cover these liabilities due to their limited scope, amount or
duration, the limited finances of the sellers, or for other reasons.
Possible Inability of ABT to Develop New Genetically Superior
-------------------------------------------------------------
Products.
--------
We are developing new, genetically superior forage and turfgrass varieties
that we believe will play a key role in our success. If we are not able to
develop and successfully market genetically superior strains either through our
own efforts or with industry partners, our business, financial condition and
results of operations may be materially adversely affected. See "Description of
Business--Research and Development" in the 1998 Form 10-K.
Possible Inability to Obtain Market Acceptance for Genetically Superior
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Varieties May Adversely Affect Profitability.
--------------------------------------------
Even if we are successful in developing genetically superior forage and
turfgrass varieties, there can be no assurance that there will be a market for
these products. Even if a market for these products develops, there can be no
assurance that we will recover the costs associated with developing and
marketing them. If we cannot effectively market new products we develop, at
prices sufficient to cover costs and generate adequate return on capital, our
business, financial condition and results of operations may be materially
adversely affected.
Dependence on Rights for Forage and Turfgrass Varieties.
-------------------------------------------------------
We own the rights to a number of forage and turfgrass varieties that are
protected under the Plant Variety Protection Act and are seeking to acquire
and/or develop other protected varieties. These rights may be challenged,
invalidated or circumvented. In addition, others could claim that products that
we develop violate their rights. We may incur substantial costs in asserting our
rights against others, and/or defending any infringement suits brought against
us by others. See "Description of Business--Proprietary Rights" in the 1998 Form
10-K.
Possible Inability to Obtain Third Parties' Biotechnology or Lack of
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Market Acceptance May Adversely Affect Profit Margins.
-----------------------------------------------------
Breakthroughs in biotechnology have led to the introduction of new,
improved and specialized seeds in the corn, soybean and cotton seed sectors. We
believe that similar biotechnology breakthroughs will also lead to the
introduction of enhanced seeds in the forage and turfgrass seed sector. However,
if we are unable to obtain those biotechnology breakthroughs we may not be able
to improve our margins and profitability as was accomplished in these other seed
sectors. Our objective is to become the licensee or partner of choice in our
seed sector for owners of new genetic traits in plants for crops that were
developed through biotechnology, or genetic engineering. These genetic traits,
which increase the value of the crop grown from the seed, are known as
value-added genetic traits. If we cannot license or develop value-added genetic
traits, or if we cannot develop and market products from these traits at prices
sufficient to cover costs and generate adequate return on capital, our business,
financial condition and results of operations may be materially adversely
affected. Furthermore, there has been significant resistance abroad to
genetically modified food crops which could affect market acceptance in the
United States for those crops. ABT's focus is on forage and turfgrass seed, not
on seed for food crops. Although ABT currently sells only a minor amount of
genetically modified seeds, a significant lack of market acceptance for these
seeds could have a material negative impact on ABT's anticipated future profit
margins. See "Description of Business--Proprietary Rights" in the 1998 Form
10-K.
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Possible Inability to be Competitive Against Large Agricultural Seed
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Companies, Who May Decide to Compete Against ABT, as Well as Numerous
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Large Regional Seed Companies and Numerous Small Family Seed Businesses.
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The seed industry and the field of agricultural technology are both highly
competitive. The major agricultural seed companies in the United States focus
their sales around hybrid seed corn, including Pioneer Hi-Bred International,
DEKALB Genetics Corporation, Novartis AG and Mycogen Corporation, cotton seed,
including Delta and Pine Land Company and other grain crops. In the past, these
companies have treated forage and turfgrass seeds as secondary crops. This is
the opposite of our business strategy, which is to treat forage and turfgrass
seed as our primary product. Therefore, our major competitors in the forage and
turfgrass seed sector currently are large regional companies and numerous small
family seed businesses.
Our largest United States competitors for alfalfa seed are Cenex/Land
O'Lakes/Research Seed, Helena/AgriPro, Pioneer and Cal/West Seeds, each of which
we estimate has annual alfalfa seed sales of between $20 and $60 million. Our
largest competitors for forages other than alfalfa are FFR Research and its farm
cooperative members. We also compete with small family owned businesses that are
strong competitors in small geographic areas. For cool- season turfgrass seed,
we compete with a number of companies that have annual sales of between $20 and
$80 million. Most of these companies are regional companies with only Pennington
Seed, which is owned by Central Garden and Pet Company, and O.M. Scott having
national brand name acceptance.
Although many of our competitors are small family owned businesses and
regional companies, any of the major agricultural seed companies may decide to
intensify their efforts in the forage and turfgrass seed sector and compete
against us. We may not be able to compete successfully against these 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 1998 Form 10-K.
Lack of Historical Profitability; Accumulated Deficit of Approximately $24
--------------------------------------------------------------------------
Million as of March 31, 1999.
----------------------------
Over the life of ABT, we have not shown consistent profitability. We have
reported only four profitable quarters since becoming a publicly owned company
in September 1993 and fiscal 1998 was our first profitable year. We had an
accumulated deficit of $24,249,486 through March 31, 1999 which includes a net
loss of $12,211,646 for the nine-month period ended March 31, 1999. The March
31, 1999 amounts do not reflect operations for the fourth quarter of ABT's
fiscal year ended June 30, 1999. They also do not include the majority of the
restructuring and other special charges discussed above. In addition, ABT also
incurred additional bad debt and inventory reserves in the fourth quarter of
fiscal 1999 associated with the Chapter 11 bankrupcy filing by a major customer
(Hechinger Co.) and inventory redundancy relating to integration and product
line consolidation. These additional reserves are not classified or included in
special charges. As a result of these reserves, the extraordinary loss on the
May 1999 redemption of ABT's subordinated convertible debentures, and other
redundant operating costs, ABT will have a significant loss for fiscal 1999.
Possible Inability to Fund Debt Service Costs of Approximately $11 Million
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Per Year on Substantial Indebtedness of Approximately $77 Million;
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Effects of Financial Leverage.
-----------------------------
We have indebtedness that is substantial in relation to our stockholders'
equity, and interest and debt service requirements that are significant compared
to our cash flow from operations. Our cash flow from operations, to date, has
not been sufficient to meet our debt service obligations without additional
equity and debt financings. We have a revolving credit facility with financial
institutions under which we may incur up to $100 million of indebtedness subject
to a borrowing base computation and compliance with financial covenants. As of
September 24, 1999, we had borrowed approximately $60 million under the
revolving credit facility and approximately $6 million was available to be
borrowed. In addition, we have outstanding approximately $17 million of other
long-term obligations. The annual debt service requirements, including scheduled
debt repayments and interest, on this debt total approximately $11 million,
reflecting anticipated average borrowings under our revolving credit facility.
Weaknesses in the agricultural economy and the bankruptcy of a major customer
(Hechinger Co.) have negatively impacted availability under our revolving credit
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facility. It is possible we may not have sufficient funds in the future to meet
our obligations under the revolving credit facility and other indebtedness. We
are currently exploring financing alternatives, including leveraging real estate
assets that are not now encumbered, to supplement, or possibly replace, our
current revolving credit facilities. It is also possible we may issue additional
equity to fund operations. ABT is in the due diligence process with undisclosed
major financial institutions for an asset-based long-term debt financing that is
expected to close by late October or early November 1999.
The degree to which we are leveraged could have important consequences to
you. For example:
. our level of indebtedness could make it more difficult to satisfy our
debt repayment obligations;
. our level of indebtedness could increase our vulnerability to general
adverse economic and industry conditions;
. a substantial portion of our cash flow from operations must be
dedicated to debt service and is, therefore, not available for
operations and other purposes;
. our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, research and development,
or general corporate purposes may be impaired;
. our leverage position and covenants in the revolving credit facility
could limit our ability to expand, compete and make capital
improvements; and
. our borrowings under the revolving credit facility are and will
continue to be at variable rates of interest, which exposes us to the
risk of increased interest rates.
Our ability to pay interest on the revolving credit facility and to satisfy
our other obligations depends upon our future financial and operating
performance. Our financial and operating performance may be affected by
prevailing economic conditions and financial, business, competitive, regulatory
and other factors that are beyond our control. This is particularly true as we
continue to expand operations. If we are unable to service our indebtedness, we
will be forced to adopt an alternative strategy that may include reducing or
delaying capital expenditures, scaling back expansion efforts, selling assets,
restructuring or refinancing indebtedness or seeking additional equity capital.
We may not be able to implement any of these strategies on terms acceptable to
us. See "MD&A."
Risk of Foreclosure Due to Possible Violations of Restrictions Imposed on
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ABT by Terms of Bank Indebtedness.
---------------------------------
Our revolving credit facility with our lenders contains restrictions that
limit us in many ways. A breach of any of these covenants could constitute an
event of default under this agreement. These restrictions may significantly
limit or prohibit us from incurring indebtedness, making prepayments of
indebtedness, paying dividends, making investments or acquisitions, engaging in
transactions with affiliates, creating liens, selling assets and engaging in
mergers and corporate consolidations. The revolving credit facility also
requires us to maintain specified financial ratios and to satisfy various
financial condition tests. If there were an event of default under this
agreement, the lenders could declare the total amount outstanding, together with
accrued interest, immediately due and payable. If we were unable to repay those
amounts, the bank could proceed to foreclose their security interest in the
collateral securing the indebtedness, which consists of substantially all of
ABT's assets, except real estate. See "MD&A."
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Current Need for Additional Capital.
-----------------------------------
Our capital requirements have been and are expected to remain significant.
We will need additional capital to fund operations until we achieve and sustain
profitability. If we are unable to obtain additional capital, we will be unable
to continue to grow. Our capital requirements depend on many factors. These
factors include the timing and cost of future acquisitions, if any, the time and
cost involved in integrating our acquired companies, recent weaknesses in the
agricultural economy and our success at expanding existing operations. We may
need to seek additional capital and/or an increase in or an alternative to the
revolving credit facility to finance increased operating or integration needs,
or cutback operations resulting from, among other things, unexpected changes in
seasonality or weather patterns, or if our integration plans are more costly
than anticipated. See "MD&A."
Dependence on Key Personnel.
---------------------------
Our success depends in large part on the efforts, abilities and expertise
of our executive officers. The founders of ABT are no longer members of senior
management and the new management structure consisting of a Chief Executive
Officer, a President/Chief Operating Officer, two Executive Vice-Presidents, and
a Senior Vice-President is completely responsible for implementing ABT's
integration efforts and restructuring. The loss of any of these key personnel
could have a material adverse effect on our business, financial condition and
results of operations. Along with our integration efforts, we are hiring
qualified marketing, financial, management information system, and other
technical personnel, upon whom our prospects depend. Competition for qualified
personnel is intense and there can be no assurance that we will be successful in
attracting or retaining such personnel. See "Management" in the 1998 Form 10-K.
Operating Results May Fluctuate Due To Cyclical Nature of Agricultural
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Products and Weather Patterns.
-----------------------------
Most agricultural products, including forage and turfgrass seed, are
commodities that are subject to wide fluctuations in price based on supply and
demand. This could result in large fluctuations in our results of operations
between quarters. Demand for seed by farmers is determined by the general farm
economy. In addition, a variety of nature's adversities affect the production of
seed. For example, drought, wind, hail, disease, insects, early frost and
numerous other forces could adversely affect the growing of seed in any growing
season. Furthermore, ABT's ability to package and deliver needed seed inventory
is dependant, in part, on weather in the regions where seed is grown. Likewise,
actual customer orders and purchases are partially dependant on the weather
where the seeds are to be planted. See "MD&A--Seasonality of Business and
Quarterly Comparisons" in the 1998 Form 10-K.
Seasonal Fluctuations of Quarterly Results.
------------------------------------------
Our sales are subject to wide seasonal fluctuations that reflect the
typical purchasing and growing patterns for forage crops and turfgrass. Results
of operations from quarter to quarter do not necessarily reflect the results
that may be expected for any other interim period, or for the entire year. Also,
because the purchasing and growing patterns are different for forage and
turfgrass seeds, our sales are affected by the breakdown of our product mix. In
addition, weather affects commodity prices, seed yields and planting decisions
by farmers. See "MD&A--Seasonality of Business and Quarterly Comparisons" in the
1998 Form 10-K.
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Costs of Complying with Department of Agriculture, Food and Drug
----------------------------------------------------------------
Administration, Environmental Protection Agency and Various State
-----------------------------------------------------------------
Government Regulations.
----------------------
Our operations are directly and indirectly subject to various Federal and
state environmental controls and regulations. If existing environmental
regulations are changed, or additional laws or regulations are passed, the cost
of complying with those laws may be substantial. We believe that we are in
substantial compliance with existing environmental regulations. However, these
regulations may be changed with retroactive effect and new laws or regulations
may be passed at any time.
The United States Department of Agriculture, the Food and Drug
Administration, the Environmental Protection Agency, and various state agencies
regulate the development of seed of genetically altered plants. The regulatory
agencies that administer existing or future regulations or legislation may not
allow us to produce and market genetically engineered seed. Even if we are
legally permitted to produce and market genetically engineered seed, existing or
future regulations and legislation may prevent us from doing so in a timely
manner or under technically or commercially feasible conditions. See
"Description of Business-Government Regulation" in the 1998 Form 10-K.
Adverse Effect of Potential Future Sales of Common Stock.
--------------------------------------------------------
As of September 13, 1999, we had 48,921,281 shares of common stock issued
and outstanding. Of these shares, approximately 6,640,000 shares are "restricted
securities" as that term is defined in Rule 144 under the Securities Act. It is
possible that the sale of these restricted shares, or even the potential for
these sales, may have a depressive effect on the price of our common stock in
the public trading market. Any depressive effect could impair our ability to
raise additional equity capital. All but approximately 1,000,000 of these
restricted shares, which are currently available for resale under Rule 144, have
been registered for resale under the Securities Act. We also have approximately
9.1 million shares of common stock available for issuance without restriction
upon exercise of outstanding options and 3.2 million shares of common stock
available for issuance without restriction upon exercise of outstanding
warrants. We cannot predict what effect sales of these shares may have on the
existing market price of our common stock.
Holders of restricted securities must satisfy the prospectus delivery and
other requirements of the Securities Act prior to making any sales of the
shares, unless the sales are made in accordance with the provisions of Rule 144.
Under Rule 144, if we are in compliance with various public information
requirements, holders of restricted securities that have held those securities
for at least one year may sell limited amounts of those securities. Rule 144
also permits non-affiliates to sell restricted securities free of any volume
limitations if those securities have been held for at least two years.
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Public Market Risks; Volatility of ABT Securities Prices.
--------------------------------------------------------
The market price for our securities has been and may continue to be very
volatile. Factors such as our financial results, financing efforts, changes in
earnings estimates by analysts, litigation, conditions in our business and
various factors affecting the agriculture industry generally may have a
significant impact on the market price of our securities. If, in some future
quarter, our operating results are below the expectations of analysts, which has
occurred in the past, the price of our securities may be materially adversely
affected. These factors and general economic and market trends may adversely
affect the price of our securities. Additionally, in the last several years, the
stock market has experienced a high level of price and volume volatility. During
this period the market prices for many companies, particularly small and
emerging growth companies like ours, have experienced wide price fluctuations
and volatility that have not necessarily been related to the operating
performance of those companies. Our operating results are also tracked by
professional analysts. See "Market for Common Equity and Related Stockholder
Matters" in the 1998 Form 10-K.
Management Information Systems and the Year 2000 Risks.
------------------------------------------------------
As of August 1, 1999 all of the Company's domestic information systems were
Year 2000 ready. Domestic operations constitute approximately 96.4% of the
Company's annual revenue. This was in large part accomplished by migrating
approximately 86.5% of domestic operations to an Enterprise Resource Planning
("ERP") information system and the remaining 13.5% will continue on an existing
system that is Year 2000 ready. ABT is in the process of integrating its
Canadian operations into its ERP information system and has contracted for
software, hardware and consulting services to implement this integration by
October 1999. The ABT's operations in Mexico will be converted to an independent
Year 2000 platform by November 1999. The conversion of these international
operations will complete our internal Year 2000 information systems readiness
project. The cost of this implementation is not expected to exceed $8.5 million,
which amount includes internal costs for personnel, training, supplies, travel
and equipment. At June 30, 1999, ABT had incurred approximately $8.2 million of
these costs. The implementation costs are funded through operations, the credit
facilities described above, and approximately $875,000 of financing provided by
one of the vendors.
The ERP and related network and hardware systems are designed to be Year
2000 compliant. Local area networks, desktop hardware, and desktop operating
systems for domestic operations are Year 2000 ready. International operations
are planned to be Year 2000 ready by November 1999 as a result of the system
integration and migration.
ABT believes that it has allocated adequate resources to ensure that all
information systems are Year 2000 ready. ABT expects its Year 2000 program to be
successfully completed on a timely basis prior to January 1, 2000. However,
there can be no assurance that this will be accomplished. In the event any
operating units remain Year 2000 non-compliant in late 1999, ABT's contingency
plan is twofold. First, ABT has identified reparation for existing software that
is available as an upgrade, patch, or software replacement (data field masks,
editing date related computations, or as a temporary workaround). Secondly, ABT
has identified the potential to encapsulate data information as a temporary
measure until the software or systems can be replaced. In the worst case
scenario, ABT can resort at the operating unit level to simple desktop
accounting packages that are Year 2000 compliant. ABT estimates that the overall
risk to its operations as a result of non-compliance with Year 2000 for its
existing systems in a worst case scenario to be less than $100,000. However,
there can be no assurance that this estimate is the absolute maximum.
The ability of third parties with which ABT transacts business to
adequately address their Year 2000 issues is outside of ABT's control. ABT has
taken steps to confirm that the systems of its suppliers and customers are Year
2000 compliant and to determine whether the nature of any noncompliance would
have a material adverse effect on ABT's business, financial condition and
results of operations. ABT had previously identified what it considered major
customers and vendors. Each identified company was sent a survey concerning Y2K
compliance. Non respondents were sent a second survey and/or were contacted
directly. Responses from all critical vendors have been received but 28
customers and 66 other vendors have not responded to our inquiries. ABT believes
that these vendor and customers will not have a material adverse impact on ABT's
operations if they are not Y2K compliant. Year 2000 Readiness Statements are on
file for all survey respondents. ABT anticipates the process for obtaining
readiness statements for the remainder of its major customers and suppliers will
be complete no later than November 1999. The responses received have not
indicated any instances of noncompliance with Year 2000 that would cause
significant problems to ABT.
There can be no assurance that the failure of ABT or such third parties to
adequately address their respective Year 2000 issues will not have a material
adverse effect on ABT's business, financial condition, cash flows and results of
operations.
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<PAGE>
Forward Looking Statements.
--------------------------
You should also be aware that this prospectus supplement contains
forward-looking statements. Forward looking statements discuss future
expectations, contain projections of results of operations or financial
condition, and general business prospects. Words such as "expects," "may,"
"will," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and
similar expressions identify forward-looking statements. The forward-looking
statements in this prospectus supplement reflect the good faith judgment of our
management. However, forward-looking statements can only be based on facts and
factors currently known. Consequently, they are not a guarantee of future
performance 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 a different result or outcome
include without limitation, total acres of turfgrass and forage planted,
customer purchases, deliveries and payments for ABT products, competitive
pricing, weather, effective management of the integration process and cost
reductions at ABT, ability of ABT to successfully transition to the new
information systems throughout its operations, customer response to the
integration, overall financial condition and asset status of ABT, relationships
with and perceptions of potential lenders and investors, ability to obtain
capital, litigation and other factors as detailed from time to time in ABT's SEC
filings. You should carefully consider the risk factors described above together
with all of the other information included or incorporated by reference in this
prospectus supplement before you decide to purchase shares of our common stock.
WHERE YOU CAN FIND MORE INFORMATION
ABT is subject to the information requirements of the Securities Exchange
Act of 1934. In accordance with the Securities Exchange Act, we file annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission. You may inspect and copy any document we
file at the SEC's public reference rooms in Washington, D.C. at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Northeast Regional Office
at Seven World Trade Center, New York, New York 10048, and at the Midwest
Regional Office at 500 West Madison Street, Chicago, Illinois 60611-2511. You
may also purchase copies of our SEC filings, by writing to the SEC, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 or on the
SEC's Worldwide Web site at http://www.sec.gov.
This prospectus supplement is part of a registration statement on Form S-4
that we have filed with the SEC. The SEC allows us to "incorporate by reference"
information that we file with them. This means that we can disclose important
information to you by referring you to other documents that we have filed with
the SEC. The information that is incorporated by reference is considered part of
this prospectus supplement, and information that we file later will
automatically update and may supersede this information. For further information
about ABT and the securities being offered, you should refer to the registration
statement and the following documents that are incorporated by reference.
. Our 1998 Form 10-K for the fiscal year ended June 30, 1998, amended on
January 29, 1999 and March 31, 1999
. Our Quarterly Reports as follows:
- Form 10-QSB for March 31, 1996, amended on July 12, 1996
- Form 10-Q for September 30, 1998
- Form 10-Q for December 31, 1998
- Form 10-Q for March 31, 1999
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<PAGE>
. Our Current Reports on Form 8-K that we filed since July 1, 1998:
- Dated October 30, 1996 and filed on November 12, 1996, and
amended on January 13, 1997, February 17, 1998 and August 11,
1998
- Dated June 23, 1998 and filed on July 8, 1998, and amended on
August 28, 1998
- Dated August 28, 1998 and filed on September 11, 1998, and
amended on November 12, 1998 and January 29, 1999
- Amendment filed August 27, 1998 to report dated August 22, 1997
and filed on September 8, 1997
- Dated January 6, 1998 and filed on January 16, 1998, and amended
on March 10, 1998, March 30, 1998, August 11, 1998 and March 23,
1999
- Dated January 9, 1998 and filed on January 20, 1998, and amended
on March 10, 1998, March 30, 1998 and August 11, 1998
- Dated January 26, 1998 and filed on March 10, 1998, and amended
on March 30, 1998, August 11, 1998 and September 4, 1998
- Amendment filed on August 28, 1998 to report dated October 22,
1997 and filed on November 6, 1997
- Dated June 30, 1998 and filed on October 26, 1998
- Dated December 30, 1998 and filed on January 11, 1999
- Dated January 22, 1999 and filed on January 27, 1999
- Dated January 22, 1999 and filed on February 5, 1999
- Dated May 28, 1999 and filed on June 1, 1999
- Dated June 7, 1999 and filed on June 9, 1999
. The description of our Common Stock, $.001 par value, in our
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
. Our Proxy Statement dated January 11, 1999 as amended on February 8,
1999, for our Annual Meeting held on February 22, 1999 and
. All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this prospectus supplement 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.
You may request a copy of all documents that are incorporated by reference
in this prospectus supplement by writing or telephoning us at the following
address: AgriBioTech, Inc., Attention: Chief Financial Officer, 120 Corporate
Park Drive, Henderson, NV 89014; telephone number (702) 566-2440. We will
provide copies of all documents requested (not including the exhibits to those
documents, unless the exhibits are specifically incorporated by reference into
those documents or this prospectus supplement) without charge.
ABT has not authorized any person to give any information or to make any
representations in connection with sales of the shares by the selling
stockholders other than those contained in this prospectus supplement. You
should not rely on any information or representations in connection with sales
by selling stockholders other than the information or representations in this
prospectus supplement. The information in this prospectus supplement is correct
as of the date of this prospectus supplement. You should not assume that there
has been no change in the affairs of ABT since the date of this prospectus
supplement or that the information contained in this prospectus supplement is
correct as of any time after its date. This prospectus supplement is not an
offer to sell or a solicitation of an offer to buy shares in any circumstances
in which such an offer or solicitation is unlawful.
USE OF PROCEEDS
This prospectus supplement relates to additional shares issued to Thomas K.
Hodges, Halina K. Hodges and Bill L. Rose, L.L.C. in connection with our
acquisition of HybriGene, LLC. We will not receive any additional cash
consideration from the issuance of these shares.
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<PAGE>
DIVIDEND POLICY
We have never declared or paid any dividends on our common stock. We
currently intend to retain any earnings for use in the operation and expansion
of our business and do not anticipate paying any dividends on the common stock
for the foreseeable future. Our revolving credit facility prohibits the payment
of cash dividends without the lenders' approval.
PRICE RANGE OF COMMON STOCK
Our 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 1997 and Fiscal 1998, on the Nasdaq
SmallCap Market until February 13, 1997 and on the Nasdaq National Market
thereafter.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
FISCAL 1997
July 1, 1996-September 30, 1996........ $ 4 1/16 $ 2 5/32
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
FISCAL 1999
July 1, 1998-September 30, 1998........ $25 3/4 $ 8 1/8
October 1, 1998-December 31, 1998...... $17 13/16 $ 8 15/16
January 1, 1999-March 31, 1999......... $16 11/16 $ 3 3/4
April 1, 1999-June 30, 1999............ $ 7 29/32 $ 5 1/8
FISCAL 2000
July 1, 1999-September 23, 1999........ $ 6 1/8 $ 3 21/32
</TABLE>
As of August 31, 1999, the Company had 488 record holders of its common
stock and reasonably believes based on information from shareholder mailing
services, that there are in excess of 20,000 beneficial holders of its common
stock.
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<PAGE>
RECENT DEVELOPMENTS
OPERATIONS
In addition to the restructuring and other non-recurring special charges,
discussed under "Risk Factors" ABT will also incur additional bad debt and
inventory reserves in the forth quarter of FY1999 associated with the Chapter 11
bankruptcy filing by a major customer (Hechinger Co.) and inventory redundancy
relating to integration and product line consolidation. These additional
reserves will not be included in the special charges. ABT will also recognize an
extraordinary loss on the previously announced early redemption in May 1999 of
convertible subordinated debt.
MANAGEMENT
ABT determined that since it had achieved a leadership position in the
forage and turfgrass seed sector, it was appropriate to change the makeup of its
Board of Directors to reflect the need to shift to a focus on integration and
operations. John C. Francis and Scott J. Loomis, members of the founder
management team, resigned as vice presidents of the Company and from the Board
of Directors effective February 1, 1999. The Board of Directors elected Randy
Ingram and Thomas B. Rice, officers of ABT, as directors and both were
re-elected directors at the February 22, 1999 annual meeting. In addition, Dr.
Johnny R. Thomas, a member of the founding management team and former Chairman
and CEO, resigned as a member of the Board and as an executive officer of ABT,
effective February 26, 1999. On March 24, 1999, ABT announced that Kent Schulze
resigned as a member of the Board and as an executive officer.
On March 16, 1999, James W. Johnston joined ABT's Board of Directors as an
outside director. Mr. Johnston, age 52, is President and Chief Executive Officer
of Stonemarker Enterprises, Inc., a consulting and investment company. He
previously served as Vice Chairman of RJR Nabisco, Inc., a holding company, from
1995 to 1996. From 1989 to 1996, he also served as Chairman of R.J. Reynolds
Tobacco Co., and was Chief Executive Officer of that company until 1995. Mr.
Johnston was named a Director of RJR Nabisco Holdings Corp. in 1992 and Chairman
of R.J. Reynolds Tobacco International Inc. in 1993. He retired from R.J.
Reynolds in July 1996. Mr. Johnston began his business career with Ford Motor
Co. In addition to Ford, he has held senior management positions at various
subsidiaries of Northwest Industries, Inc. and Citibank N.A. Mr. Johnston serves
on various boards, including the Sealy Corporation and various non-profit
organizations.
On June 15, 1999, Mr. L. Glenn Orr, Jr. joined ABT's Board of Directors as
an outside director. Mr. Orr, age 59, is currently Chairman, President & CEO of
Orr Management Company, an investment banking firm located in Winston-Salem, NC.
Earlier in his career, Mr. Orr spent 30 years in the banking industry in the
southeast U.S. He is Chairman Emeritus of BB&T Corporation (formerly Southern
National Corporation), and formerly served BB&T Corporation as Chairman, CEO and
President. Mr. Orr was instrumental in successfully completing the merger of
equals between Southern National Corporation and BB&T. Mr. Orr serves on the
Board of Directors of seven companies, including three other publicly traded
companies, as well as serves on numerous non-profit boards, including service as
a Trustee of Wake Forest University and as a member of the North Carolina
Economic Development Commission.
ABT is continuing its search for additional outside directors to add to the
Board.
ABT recently put into place a new senior management structure to lead the
post-integration ABT. This change is appropriate since the integration plan has
been developed and implementation is nearing completion. In addition to Richard
Budd, the senior executives are: Kenneth Budd, President and Chief Operating
Officer; Dr. Thomas B. Rice, Executive Vice President, Director of Research;
Randy Ingram, Executive Vice President, Chief Financial Officer; and Douglas
Fisher, Senior Vice President, General Counsel, Secretary and Director of
Business Services.
LEGAL PROCEEDINGS
On June 7, 1999, ABT and Helena Chemical Company announced that the lawsuit
previously brought by Helena against ABT has been voluntarily dismissed without
prejudice. The lawsuit, filed in Federal District Court in Memphis, Tennessee on
January 7, 1999, arose out of the failure to close the planned purchase by ABT
of that portion of Helena's AgriPro agricultural seed operations that included
alfalfa, clover and sorghum.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED
ABT's authorized capital stock consists of 100,000,000 shares of common
stock, $.001 par value, and 10,000,000 shares of preferred stock, $.001 par
value.
COMMON STOCK
We are authorized to issue 100,000,000 shares of our common stock, $.001
par value per share, of which 48,921,281 shares were issued and outstanding as
of September 13, 1999. All of the outstanding shares of our common stock are
duly authorized, validly issued, fully paid and non-assessable. Holders of
shares of our 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 our common stock.
Holders of shares of our common stock are entitled to receive dividends as they
are declared on common stock by the Board of Directors out of funds legally
available therefor and to share ratably in the assets available upon liquidation
subject to rights of creditors and any shares of preferred stock. The holders of
shares of our 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
our common stock outstanding are able to elect all directors.
PREFERRED STOCK
ABT is authorized to issue 10,000,000 shares of preferred stock, $.001 par
value per share. As of the date hereof, we had no shares of preferred stock
issued and outstanding.
The preferred stock may be divided by the 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 provisions, if any) and liquidation preferences, of any series of preferred
stock and to fix the number of shares of any series without any further vote or
action by stockholders. At present, we have no plans, proposals, commitments or
arrangements to issue any shares of preferred stock. Our Certificate of
Incorporation authorizes the issuance of preferred stock with 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, we have 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 our
stockholders.
WARRANTS
On December 30, 1998 and January 5, 1999, we issued 1,703,000 warrants to
purchase shares of our common stock. These warrants were issued along with our
5% convertible debentures to six qualified institutional buyers and accredited
investors in private placements. These warrants were purchased for $1.00 and are
exercisable at $15.00 per share for three years commencing on their issue dates.
The warrants are subject to mandatory conversion on five prior business days
notice if the closing sale price of our common stock exceeds $25 per share for
20 trading days out of any 30 consecutive trading days ending within l5 days of
our mailing notice of the conversion, provided there is a current prospectus
covering the underlying common stock. The shares of ABT common stock issuable
upon exercise of the warrants have been registered for resale under a separate
registration statement. The holders of the warrants and ABT have agreed not to
exercise warrants if the holder would then own in excess of 4.9% of ABT
outstanding common stock following the exercise of the warrant.
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<PAGE>
On December 4, 1998, we issued 600,000 warrants to purchase our common
stock to three qualified institutional buyers and accredited investors in
private placements of units. Each unit was sold for $13.50 and consisted of one
share of common stock and one warrant. The warrants are exercisable at a price
of $15.00 per share for three years commencing on their date of issuance. The
warrants are subject to mandatory conversion on five prior business days notice
if the closing sale price of our common stock exceeds $25.00 per share for 20
trading days out of any 30 consecutive trading days ending within 15 days of our
mailing notice of the conversion. The shares of common stock issuable upon
exercise of the warrants have been registered for resale under a separate
registration statement.
On August 28, 1998, we issued 886,410 warrants to purchase our common stock
to five qualified institutional buyers and accredited investors in private
placements. The warrants were sold for $2.00 per Warrant and are exercisable at
$12.00 per share for three years commencing on their date 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
$19.50 per share for 20 trading days out of any 30 consecutive trading day
period ending within 15 days of our mailing notice of the conversion and the
holder fails to exercise the warrant. As of the date of this prospectus
supplement, 556,410 of these warrants have been tendered back to us with the
exercise price in exchange for shares of common stock registered as part of our
Universal Shelf Registration Statement (No. 333-61127.) The remaining 330,000
shares of common stock issuable upon exercise of the warrants have been
registered for resale under a separate registration statement.
On May 4, 1998 and May 13, 1998, respectively, we issued 241,600 warrants
and 344,900 redeemable warrants to purchase shares of our common stock. These
warrants were issued to six qualified institutional buyers and accredited
investors in private placements of units. Each unit was sold for $29.00 and
consisted of two shares of common stock and one warrant. These warrants are
exercisable at a price of $17.50 per share for three years commencing on their
respective dates of issuance. The redeemable warrants are subject to redemption
at $.01 per warrant on five prior business days' notice if the closing sale
price of our 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 these warrants have been
registered for resale under a separate registration statement.
We have the right to reduce the exercise price and/or extend the exercise
period at its discretion, and/or make other inducements to warrant holders to
encourage early exercise of warrants.
REGISTRAR AND TRANSFER AGENT
The Registrar and Transfer Agent for our common stock is Corporate Stock
Transfer, Inc., Denver, Colorado.
PLAN OF DISTRIBUTION
All of the shares being offered by this prospectus supplement are being
issued by ABT to Thomas K. Hodges and Halina K. Hodges and Bill L. Rose, L.L.C.
under a stock purchase agreement dated January 22, 1999. The shares have been
registered on ABT's Registration Statement on Form S-4 (No. 333-61097) of which
this prospectus supplement forms a part. Pursuant to the terms of the stock
purchase agreement, we will pay all expenses incident to this issuance.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
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, we have been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
LEGAL MATTERS
The validity of the shares offered hereby has been 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 our common stock, and individual members of
the firm own additional shares of common stock.
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<PAGE>
EXPERTS
The consolidated financial statements and schedule of AgriBioTech, Inc. as
of June 30, 1998 and 1997 and for each of the years in the three-year period
ended June 30, 1998 are incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG 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 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 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 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 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 ten-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
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 Allied Seed Company, Inc. (a division of Agway,
Inc.) as of June 30, 1998 and 1997 and for the years then ended are incorporated
by reference in reliance on the report of KPMG 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 Oseco Inc. as of June 30, 1998 and for the year
then ended are incorporated by reference in reliance on the report of KPMG LLP
Chartered Accountants incorporated by reference herein and upon the authority of
said firm as experts in accounting and auditing.
The financial Statements of HybriGene LLC, as of December 31, 1998 and for
the year then ended are incorporated by reference in reliance on the report of
Huth Thompson LLC incorporated by reference herein and upon the authority of
said firm as experts in accounting and auditing.
The financial statements of SeedBiotics, L.L.C., as of December 31, 1998
and for the year then ended are incorporated by reference in reliance on the
report of Ripley Doorn & Company, P.L.L.C. incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
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