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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 22, 1999
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AgriBioTech, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 0-19352 85-0325742
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
120 Corporate Park Drive, Henderson, Nevada 89014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 566-2440
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Item 5. Other Events
On October 8, 1998, AgriBioTech Inc. ("ABT") 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. ABT has said it was exploring all alternatives,
including the option of a strategic equity partner or fund willing to acquire at
least a 20% interest in ABT, up to a complete acquisition of the Company. ABT
had previously stated the strategic alternative process would take at least
three months and, due to the holiday season, perhaps longer. During the
strategic alternative process, potential investors were contacted by the
investment bankers and confidentiality agreements were negotiated with those
expressing an interest. With the assistance of the investment bankers, the
Company prepared a descriptive memorandum describing the Company that was
distributed to potential investors who had entered into confidentiality
agreements. Preliminary indications of interest were due to the investment
bankers by January 19, 1999. The investment bankers reported the results of the
process to Company management on January 21 and 22, 1999. The Company's board of
directors met on January 22, 1999 and, after discussing the results of the
process and other available alternatives, decided to suspend the formal efforts
to find an equity partner.
After the close of trading on January 22, 1999, ABT announced that due to market
conditions it has decided to remain independent in order to maximize shareholder
value and suspend its previously announced efforts to find a strategic equity
partner. The purpose of the strategic alternative process was to evaluate with
outside professional guidance all alternative courses of actions to maximize
shareholder value. This process led Company management and the board of
directors to the conclusion that the best course is to suspend the formal
strategic alternative process and to focus the Company's attention on continuing
to build franchise value as measured by market share, germplasm leadership,
world-class seed personnel and biotechnology. Integration activities and
biotechnology negotiations and implementation are the Company's current primary
focus.
The Company will continue to have discussions concerning equity infusions with
potential equity partners, while also discussing other business arrangements.
The Company does not anticipate making additional comments on this matter until
finite conclusions are achieved, whether successful or unsucessful.
In addition, during the past two months, the Company had made several
announcements concerning the private placement of equity and convertible debt
and the sale of certain non-seed assets of Willamette Seed Co. The transactions
have permitted the Company to pay off the $15 million overadvance facility under
its Revolving Credit Facility with Bank America Business Credit and the $15
million bridge loan from Deutsche Bank AG.
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AGRIBIOTECH, INC.,
(Registrant)
Date: January 27, 1999 By: /s/ Henry A. Ingalls
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Henry A. Ingalls, Vice President
