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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 25, 2000
AgriBioTech, Inc.
(Exact name of issuer as specified in its charter)
Nevada 0-19352 85-0325742
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
120 Corporate Park Drive, Henderson, Nevada (89014)
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702)566-2440
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Item 3. Bankruptcy or Receivership
On January 25, 2000, AgriBioTech, Inc. (the "Company") and its subsidiaries
filed voluntary petitions under chapter 11 of the Unites States Bankruptcy Code
with the United States Bankruptcy Court for the District of Nevada. A copy of
the Company's press release, dated January 24, 2000, announcing the intended
filing is attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 is a
copy of a Company press release, dated February 3, 2000, which provides an
update on the Chapter 11 filing. Case Filing information is as follows:
AgriBioTech, Inc. Case No. 00-10533lbr
AgriBioTech, Canada, Inc. Case No. 00-10534lbr
Las Vegas Fertilizer Co., Inc. Case No. 00-10535lbr
Garden West Distributors, Inc. Case No. 00-10536lbr
George W. Hill & Co., Inc. Case No. 00-10537lbr
As of the date of this report, the Company has not obtained DIP financing.
The Company is seeking DIP financing from its principal lending group led by
Bank of America in order to obtain sufficient funds for reorganization. The
Company is currently using cash collateral under an interim arrangement with its
pre-petition lenders. The Company is continuing to operate as
debtor-in-possession, under the authority of its existing officers and
directors, subject to the supervision and orders of the Bankruptcy Court. As of
the date of this report, no plan of reorganization has been filed by the
Registrant and no trustee has been appointed.
The foregoing summary does not purport to be complete and is qualified by
reference to the press releases which are attached hereto as exhibits.
Item 5. Other Events
Effective as of January 28, 2000, Thomas B. Rice, Director, Executive Vice
President and Director of Research of Registrant, resigned as Executive Vice
President, Director of Research and as a member of its board of Directors.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated January 24, 2000
99.2 Press release dated February 3, 2000
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: January 25, 2000
AGRIBIOTECH, INC.
By: /s/ Randy Ingram
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Randy Ingram
Executive Vice President and
Chief Financial Officer
FOR IMMEDIATE RELEASE
Contact:
Doug Fisher
AgriBioTech, Inc.
702-566-2440
AgriBioTech, Inc. Intends to File Voluntary Petition for
Reorganization
Company Expects to Continue Normal Operations; Negotiating for DIP
Financing; Expects to have Additional Amounts Available.
Las Vegas, NV, January 24, 2000 - AgriBioTech, Inc. (NASDAQ CMS: ABTX)
announced today that ABT and its operating subsidiaries intend to file this week
voluntary petitions with the U.S. Bankruptcy Court for the District of Nevada in
Las Vegas to reorganize under Chapter 11 of the U.S. Bankruptcy Code in order to
implement an operational restructuring and financial reorganization. ABT intends
to operate in the normal course of business during the restructuring.
To ensure that ABT has the short-term working capital necessary to operate
its business, ABT is negotiating for debtor-in-possession ("DIP") financing from
its current lending group, led by Bank of America N.A. This DIP financing should
include additional funds.
Promptly after the filing, ABT will request the Court's permission to
access the DIP financing to fund normal business operations and other cash needs
during the bankruptcy proceeding. The Company intends to pay employee salary,
wages and benefits throughout the reorganization process.
The Company said that its efforts over the past several months to obtain a
new financing package from GE Capital were unsuccessful.
"AgriBioTech has faced many challenges in the last few years," said
Chairman and Chief Executive Officer, Richard Budd. "An oversupply of seed with
a downturn in industry pricing, difficulties inherent in integrating the
operations, culture and accounting systems of 34 companies into single
operational units, delays in bringing seed to market, reduced revenues, higher
than expected expenses and slow cash collections from a weak agricultural
economy have led to significant losses and a lack of current liquidity. However,
we believe that the benefits afforded by Chapter 11 will allow us to
successfully restructure our operations and devise a plan to pay our creditors."
Budd continued, "Most importantly, we believe Chapter 11 aids our ability
to continue to serve our customers and pay our employees, and vendors while we
reorganize."
The book value of ABT's assets (excluding intangibles such as goodwill) of
December 31, 1999 exceeded liabilities. AgriBioTech, Inc. is a vertically
integrated, full-service seed company specializing in the forage and turfgrass
sector, complete with research and development of proprietary seed varieties,
seed processing plants, and a national and international distribution and sales
network.
Certain statements contained in this press release, including but not
limited to information regarding the future economic performance and financial
condition of the Company and its proposed reorganization, are forward-looking in
nature and involve risks and uncertainty. There are various factors that could
cause results to differ materially form those anticipated by some of the
statements made in this press release. Such factors include the Company's
ability to obtain DIP financing from Bank of America; the Company's ability to
operate in compliance with the DIP facility or obtain any necessary waivers,
amendments or refinancing of the facility; the Company's ability to obtain
expected Bankruptcy Court approvals of the Company's proposed use of the DIP
facility; the Company's ability to retain its employees, customers and vendors
during the Chapter 11 proceeding; the overall viability of the Company's
long-term operational reorganization and financial restructuring plan; and other
factors disclosed in Item 1 of the Company's annual report on Form 10-K for the
year ended June 30, 1999 under the heading "Forward Looking Statements" and
other reports filed by the Company with the Securities and Exchange Commission.
FOR IMMEDIATE RELEASE
Contact:
Doug Fisher
AgriBioTech, Inc.
702-566-2440
UPDATES on AgriBioTech, Inc. chapter 11 FILING
Las Vegas, NV, February 3, 2000 - AgriBioTech, Inc. (NASDAQ CMS: ABTXQ)
provided the following updates on its Chapter 11 filing.
The petitions for ABT and its operating subsidiaries were filed on Tuesday,
January 25, 2000. The case numbers are AgriBioTech, Inc. #00-10533lbr,
AgriBioTech, Inc. Canada #00-10534lbr, Las Vegas Fertilizer Co., Inc.
#00-10535lbr, Garden West Distributors, Inc. #00-10536lbr, and George W. Hill &
Co., Inc. #00-10537lbr which are all filed with the U.S. Bankruptcy Court for
the District of Nevada in Las Vegas. Within a few days, the Company's website
(www.agribiotech.com) will contain an extensive section on Chapter 11 matters,
including a schedule of events and a link to the Las Vegas court.
ABT and its subsidiaries are debtors in possession and management is
authorized to operate the businesses.
ABT does not currently have a post petition financing agreement, and is
negotiating with its current lending syndicate, led by Bank of America Business
Credit, for that financing. ABT is currently using cash collateral under an
interim arrangement with its pre-petition lenders.
ABT has assembled a team of experienced professionals to assist its
efforts. Financial expertise is being supplied by the Corporate Restructuring
Group of Arthur Andersen's Los Angeles office. The nationally recognized
bankruptcy firm of Pachulski Stang Ziehl Young & Jones serves as bankruptcy
counsel.
ABT has begun exploring the sale of non-strategic assets. Interest has been
shown in such assets by potential purchasers.
Dr. Thomas B. Rice, a member of the Board of Directors, Executive Vice
President and Director of Research, has resigned his Board and officer
positions. Mr. James Hopkins had previously resigned his Board position for
health reasons.
ABT is currently in discussions with, and providing information to, NASDAQ
officials regarding continued listing and resumption of trading of its shares. A
resumption of trading is not expected soon.
AgriBioTech, Inc. is a vertically integrated, full-service seed company
specializing in the forage and turfgrass sector, complete with research and
development of proprietary seed varieties, seed processing plants, and a
national and international distribution and sales network.
Certain statements contained in this press release, including but not
limited to information regarding the future economic performance and financial
condition of the Company and its proposed reorganization, are forward-looking in
nature and involve risks and uncertainty. There are various factors that could
cause results to differ materially form those anticipated by some of the
statements made in this press release. Such factors include the Company's
ability to obtain DIP financing from Bank of America; the Company's ability to
operate in compliance with the DIP facility or obtain any necessary waivers,
amendments or refinancing of the facility; the Company's ability to obtain
expected Bankruptcy Court approvals of the Company's proposed use of the DIP
facility; the Company's ability to retain its employees, customers and vendors
during the Chapter 11 proceeding; the overall viability of the Company's
long-term operational reorganization and financial restructuring plan; and other
factors disclosed in Item 1 of the Company's annual report on Form 10-K for the
year ended June 30, 1999 under the heading "Forward Looking Statements" and
other reports filed by the Company with the Securities and Exchange Commission.
