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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) April 12, 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 5. Other Events
On March 3rd and March 24th, 2000 AgriBioTech, Inc. issued the attached
press releases.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated March 3, 2000
99.2 Press release dated March 24, 2000
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: April 12, 2000
AGRIBIOTECH, INC.
By: /s/ William A. Brandt, Jr.
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William A. Brandt, Jr.
Responsible Natural Person
FOR IMMEDIATE RELEASE
Contact:
Bradley Sharp
Development Specialists, Inc.
702-566-2440
AgriBioTech, Inc. Announces INTERIM BANKRUPTCY COURT ORDER AUTHORIZING
POST-PETITION FINANCING
HENDERSON, NV, March 3, 2000- AgriBioTech, Inc. ("ABT" or the
"Company") (NASDAQ National Market: ABTXQ) today announced the entry of an
interim Bankruptcy Court order authorizing the Company to enter into a Chapter
11 debtor-in-possession ("DIP") credit facility with its pre-bankruptcy lenders.
At an emergency hearing on February 24, 2000, the Bankruptcy Court on
an interim basis authorized the Company to enter into the DIP credit facility
with Bank of America, N.A., as agent, and Deutsche Financial Services
Corporation, as administrative agent, for the bank group. A final hearing, at
which the Bankruptcy Court is expected to consider approving the facility on a
permanent basis, has been scheduled for March 22, 2000. Under the Bankruptcy
Court's interim order, the Company may borrow only up to $23 million under the
credit facility until the facility is finally approved. The Company can give no
assurance that any final order of the Bankruptcy Court regarding the credit
facility can be obtained.
The Company has previously determined to attempt to sell its assets in
one or more going-concern sales. The Company is in the process of preparing a
bid solicitation package which will be disseminated to eligible parties
expressing an interest. "While we are confident that solicitation process will
help maximize the value of the Company's assets, at this stage it is impossible
to predict the level of interest among potential purchasers, and it remains
uncertain at best whether the liquidation proceeds will be sufficient to
generate any distribution to the Company's stockholders," said William J. Brandt
of DSI.
In papers filed with the Bankruptcy Court, representatives of the
Company advised the Bankruptcy Court that the DIP credit facility was needed to
provide the Company with the funding necessary to operate and maintain its
businesses and to pay critical expenses during the pendency of its Chapter 11
case. "The Company requires the DIP financing in order to fund the expenditures
which are critical to their on-going operations during the first few weeks of
its chapter 11 case. The Company is experiencing a cash flow crisis, and needs
the proposed DIP facility in order to make payroll and support its business
operations," stated Bradley Sharp, a principal of Development Specialists, Inc.,
a court-appointed reorganization consultant to the Company. Counsel for the
Company argued that, absent the funds to be advanced under the DIP credit
facility, the Company would have no way to continue to operate its businesses
and would have to shut its doors.
Before the commencement of the Company bankruptcy case, the bank group
had provided the Company with a $90 million revolving line of credit. Under the
DIP facility, the bank group is anticipated to provide the Company with a
post-petition revolving line of credit of up to $90 million similar to the
pre-petition revolving line of credit, as well as term loans in an amount equal
to the sum of $8.6 million in new funds plus certain other amounts. Amounts
outstanding under the term loans reduce the amount available under the revolving
line.
Under the DIP credit facility, the Company may request loans or
financial accommodations in the form of advances under the revolving line, term
loans or letters of credit according to a formula that provides for
"availability." Credit under the facility will be limited based on the amount of
the Company's outstanding indebtedness under the facility, outstanding accounts
receivable, and inventory and certain other factors as described in the DIP
credit facility agreement.
Repayment of the obligations for new advances under the DIP facility
effectively will be secured by all of the pre-petition and post-petition assets
of the Company. The Company's "existing" debt under the pre-petition credit
facility will continue to be secured by the same collateral covered under the
bank group's pre-petition loan and security agreement and the proceeds of such
collateral.
The Company expects to make term loan borrowings of $13 million under
the DIP credit facility. Of this amount, approximately $3.6 million is earmarked
to enable the Company to purchase seed to satisfy certain inventory purchase
orders of Home Depot, a major customer. An additional $5 million will be used to
fund certain other business activities, including purchase of seed for blends
and mixes, freight costs, and quality testing, needed to move products to market
during the Company's critical shipping season. The balance of $4.4 million
represents cash collateral usage by the Company authorized to date.
The DIP credit facility terminates on July 31, 2000. However, the
facility may be terminated earlier by the Company, the bank group, or otherwise
as provided under the credit facility agreement, and no assurance can be given
that the credit facility will remain in effect until July 31, 2000.
Before obtaining interim authority to enter into the DIP facility, the
Company had been operating with funds supplied under interim arrangements with
its pre-petition secured lenders. This interim financing expired on February 25,
2000.
Following the de-listing of the Company's securities from the NASDAQ
National Market on February 18, 2000, the Company requested modification of its
financial reporting obligations from the Securities and Exchange Commission. On
March 1, 2000, after consultation with the Commission, the Company withdrew its
request until further notice.
For further information regarding the AgriBioTech's bankruptcy case,
interested persons may turn to the Company's website at www.agribiotech.com.
The foregoing information may contain forward looking statements,
including statements regarding (a) the date of the Bankruptcy Court hearing at
which final approval of the Company's line of credit will be considered; (b) the
availability of borrowings under the Company's credit facility and the use of
such borrowings for specific purposes; (c) the adequacy of the Company credit
facility to meet the Company's operational and other expenses; and (d) the
timing and manner of soliciting bids for the purchase of Company assets. These
statements are subject to the risks and uncertainties of forward-looking
statements, including but not limited to (i) postponement, re-scheduling or
other changes in the timing of Bankruptcy Court proceedings affecting the timing
of the court's consideration of any matters; (ii) changes in the amount of the
Company's existing indebtedness, inventory levels, and other factors affecting
the availability of credit under the credit facility; (iii) changes in the
Company's business strategy or operations that require or make appropriate the
utilization of borrowings under the credit facility for differenc purposes; (iv)
the ability of the Company's management to prepare bid solicitation packages
efficiently and expeditiously; and (v) other factors as detailed from time to
time in the Company's SEC filings.
FOR IMMEDIATE RELEASE
Contact:
Bradley Sharp
Development Specialists, Inc.
702-566-2440
AgriBioTech, Inc. Announces $250,000 OFFER FOR ONE MILLION SHARES BY NEW WORLD
LIQUIDITY FUND AND ADOPTS A NEUTRAL POSITION
HENDERSON, NV, March 24, 2000- AgriBioTech, Inc. ("ABT" or the
"Company") (NASDAQ National Market: ABTXQ) today announced that its outstanding
shares of common stock are the subject of a "mini-tender offer" by New World
Liquidity Fund. The offer, directed at the Company's shareholders, is for the
purchase of up to 1 million shares of the outstanding common stock of ABT at
$.25 per share. Offers of this type are sometimes referred to as "mini-tenders"
because the offeror seeks to purchase less than 5% of the outstanding stock of
the target company.
"We express no opinion regarding the New World offer, and we are remaining
neutral with respect to the offer," said William A. Brandt, who is the
court-appointed responsible person for the Company. In addition, Development
Specialists, Inc. (of which Mr. Brandt is a principal) serves as the
court-approved reorganization consultant to ABT.
"The rights of holders of the Company's common stock remain subject to,
and are expected to be determined by, the Company's Chapter 11 bankruptcy
proceedings. At the present time, it remains uncertain, and probably doubtful,
whether the proceeds of the Company's liquidation will generate any distribution
to the Company's stockholders," stated Mr. Brandt.
The Company filed for Chapter 11 bankruptcy protection on January 25,
2000. For further information regarding the Company's bankruptcy case,
interested persons may turn to the Company's website at www.agribiotech.com.
The foregoing information may contain forward looking statements. All
such statements are subject to the risks and uncertainties of forward-looking
statements, including but not limited to the factors detailed in the Company's
SEC filings.
