As filed with the Securities and Exchange Commission on April 17, 1997
Registration No. 333-
_____________________________________________________________________________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________________________
ECOSCIENCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2912632
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Alvin Court
East Brunswick, New Jersey 08816
(908) 432-8200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_______________________________
MICHAEL A. DeGIGLIO,
CHIEF EXECUTIVE OFFICER
EcoScience Corporation
10 Alvin Court
East Brunswick, New Jersey 08816
(908) 432-8200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________________
Copies to:
KENNETH S. BOGER, ESQ.
Warner & Stackpole LLP
75 State Street
Boston, Massachusetts 02109
(617) 951-9000
____________________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
Calculation of Registration Fee
_____________________________________________________________________________
Proposed Proposed
Title of each Amounts Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price(1) Fee
_____________________________________________________________________________
Common Stock, $.01 1,196,000
par value per share Shares $l.44 $1,722,240.00 $521.89
_____________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based on the average
of the high and low sales prices of the Common Stock of the Registrant on
April 14, 1997 as reported by Nasdaq.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
1,196,000 SHARES
ECOSCIENCE CORPORATION
10 Alvin Court
East Brunswick, New Jersey 08816
COMMON STOCK, PAR VALUE, $.01 PER SHARE
The 1,196,000 shares (the "Shares") of Common Stock, $.01 par value per
share ("Common Stock"), offered hereby are being sold by certain stockholders
(the "Selling Stockholders") of EcoScience Corporation, a Delaware
corporation. The Selling Stockholders have advised the Company that they
propose to sell the Shares, from time to time, publicly through broker-dealers
acting as agents for others or as principals for their own accounts, or in
private sales. See "Selling Stockholders" and "Plan of Distribution." The
Company will not receive any of the proceeds from the sale of the Shares
offered hereby.
The Common Stock of the Company is traded in the over-the-counter
market, and prices are quoted on the SmallCap Market of the National
Association of Securities Dealers Automated Quotation System ("Nasdaq") under
the symbol "ECSC." The last sale price of the Common Stock as reported by
Nasdaq on April 14, 1997 was $1.50 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CONSIDERATIONS RELEVANT TO AN
INVESTMENT IN THE COMPANY'S COMMON STOCK.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_______________________________
The date of this Prospectus is [________], 1997.
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information 1
Incorporation of Certain Information by Reference 1
The Company 3
Risk Factors 4
Selling Stockholders 8
Plan of Distribution 9
Validity of Common Stock 10
Experts 10
No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or the Selling Stockholders. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and Seven World Trade Center, New York, New York 10048.
Reports, proxy and information statements and other information filed
electronically by the Company with the Commission are available at the
Commission's World Wide Web Site at http://www.sec.gov. Copies of such
materials can be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Company's Common Stock is quoted on the Nasdaq SmallCap Market, and such
reports, proxy statements and other information can be inspected at the office
of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), omits certain information contained in the
Registration Statement in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the securities offered hereby. The Registration Statement, including
exhibits and schedules thereto, may be inspected and copied at the facilities
of the Commission referred to above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference:
(a) Annual Report of the Company on Form 10-K for the fiscal
year ended June 30, 1996, which incorporates by reference certain
portions of the Proxy Statement for the Company's 1996 Annual Meeting
of Stockholders and certain portions of the Company's 1996 Annual
Report to Stockholders;
(b) Quarterly Report of the Company on Form 10-Q for the
quarter ended September 30, 1996 filed with the Commission on
November 14, 1996; and
(c) Quarterly Report of the Company on Form 10-Q for the quarter
ended December 31, 1996 filed with the Commission on February 13, 1997;
and
(d) The description of the Company's Common Stock contained in
the Registration Statement of the Company on Form 8-A filed with the
Commission on December 20, 1991, which incorporates by reference
certain portions of the Company's Registration Statement on Form S-1
(Registration No. 33-44664) filed with the Commission on December 20,
1991.
<PAGE>
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of securities made
hereby shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that such a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any of
the documents incorporated herein by reference (other than exhibits to such
documents unless specifically incorporated herein by reference). Requests
should be directed to Michael A. DeGiglio, Chief Executive Officer, EcoScience
Corporation, 10 Alvin Court, East Brunswick, New Jersey 08816, telephone
number (908) 432-8200.
_________________________________
Unless the context otherwise requires, "EcoScience" or the "Company"
refers to EcoScience Corporation and its subsidiaries.
<PAGE>
THE COMPANY
EcoScience Corporation is a marketing, sales and product development
company servicing the needs of the agricultural specialties markets and
professional pest control operators. The Company provides (i) sophisticated
growing systems to greenhouse operators, (ii) technologically advanced sorting
and grading equipment to produce packers, (iii) equipment, coatings and
disease control products, including natural biologicals for protecting fruits
and ornamentals in storage and transit to market, and (iv) unique biological
pest control products to pest control operators. The Company focuses on the
technical marketing of agricultural specialties products and services and the
development of biological pest control products.
The Company serves the specialty agriculture market through its three
wholly-owned subsidiaries: Agro Dynamics, Inc. and Agro Dynamics Canada Inc.
(collectively, "AGRO") and the EcoScience Produce Systems Corp. ("EPSC").
EcoScience was incorporated under the laws of the State of Florida on August
27, 1982, and was reincorporated in the State of Delaware on June 29, 1988.
On November 18, 1992, EcoScience acquired all of the outstanding capital stock
of AGRO, an East Brunswick, New Jersey based company that designs and markets
products and growing systems for the North American horticulture industry.
Through AGRO, the Company sells technologically advanced products and services
for intensive farming. On May 24, 1994, the Company acquired certain assets
and liabilities of American Machinery Corporation ("AMC"), an Orlando, Florida
based business that provides postharvest coating products and services to the
fresh fruit and vegetable markets throughout the United States, the Caribbean,
Central America and South America. Concurrent with the acquisition of AMC,
the Company formed EPSC to combine the AMC product line and operating unit
with its existing activities. EcoScience sells to pest control operators
through a marketing collaboration with Terminix International Company L.P.
The Company's operations have been funded through public and private
placements of its equity securities, bank loans and lease financings, revenues
from product sales, licensing, collaborative research and development
arrangements and investment income.
The Company's primary products are (i) advanced growing systems based on
Stonewool(Registered Trademark) manufactured by Grodania A/S ("Grodania"),
(ii) sophisticated sorting and grading equipment manufactured by Aweta B.V.
("Aweta"), (iii) computerized environmental and irrigation systems
manufactured by H. Hoogendorn Automation B.V., (iv) PacRite(Registered Trade-
mark) and Indian River Gold(Trademark) coatings manufactured by EPSC, (v) the
Bio-Save(Trademark) PostHarvest BioProtectant line of products and (vi) the
Bio-Blast(Trademark) Biological Termiticide manufactured by EcoScience
Corporation. In addition, the Company distributes a broad array of specialty
products used in greenhouses and in fruit, vegetable and ornamental packing.
The Company operates from its headquarters in East Brunswick where it
maintains sales, marketing and warehousing operations, and its Orlando,
Florida facility which contains the Company's major coatings and biologicals
production facility. The Company also maintains sales, service and warehouse
operations in Visalia, California; Ventura, California; Englewood, Colorado;
Yakima, Washington; and Milton, Ontario, Canada.
<PAGE>
The Company's current strategy is to focus its product acquisition,
development and commercialization efforts in the following major markets: (i)
intensive farming and horticulture of produce and ornamentals; (ii) post
harvest fruits and vegetables; and (iii) biological pest control. The Company
intends to concentrate and commit its available technical and financial
resources on its existing line of commercial products and related operations
in order to increase sales, expand market penetration and acceptance and
improve the quality and performance of such products. The Company believes
that through its marketing emphasis on core products and technologies,
combined with substantial reduction in operating expenses resulting from its
restructuring program initiatives, the Company's ability to achieve commercial
viability in the foreseeable future will be enhanced.
EcoScience headquarters are located at 10 Alvin Court, East Brunswick,
New Jersey 08816, and its telephone number is (908) 432-8200.
RISK FACTORS
An investment in the shares of Common Stock being offered hereby involves
a high degree of risk. Accordingly, prospective investors should consider
carefully the following risk factors, in addition to the other information
concerning the Company and its business contained in this Prospectus, before
purchasing the shares of Common Stock offered hereby.
Operating Losses and Accumulated Deficit; Uncertainty of Future
Profitability. The Company has incurred operating losses since its inception
and may incur a net loss for the current fiscal year. As of December 31,
1996, EcoScience had an accumulated deficit of approximately $53.4 million.
Losses may continue in the future and there can be no assurance that
EcoScience will achieve profitability.
Dependence on Suppliers. The Company has entered into a distribution
agreement with Grodania A/S, a Danish company, pursuant to which the Company
has obtained exclusive rights to distribute in the United States and Canada
the Grodan brand of Stonewool, an inert growing medium, manufactured by
Grodania. Sales of these products by the Company accounted for approximately
45%, 43% and 59% of the Company's total product sales in fiscal years 1996,
1995 and 1994, respectively. The Company expects sales of the Grodania
products will continue at approximately these percentage levels in fiscal year
1997. The original term of the agreement extends until December 31, 1997, at
which time the agreement automatically extends for successive one year terms,
unless either party shall terminate the agreement in accordance with the
termination provisions thereof. The Company has also entered into a
distribution agreement with Aweta, B.V., a Dutch company, pursuant to which
the Company has obtained rights to distribute sophisticated sorting and
grading systems for fruits and vegetables in North America, Mexico and the
Caribbean. Sales of these products by the Company accounted for approximately
20% of total product sales in fiscal year 1996. The Company expects that
sales of the Aweta products will continue at approximately that percentage
level for fiscal year 1997. The term of the agreement extends until July 31,
1998 with respect to the North American territory, at which time the agreement
automatically extends for successive three year terms with respect to that
territory, and until July 31, 1997 with respect to the Caribbean and Mexican
territories, at which time the agreement automatically extends for successive
one year terms with respect to those territories. Either party may terminate
the agreement upon 90 days prior written notice to the other of a default of
the conditions or covenants contained in the agreement and failure to cure
such default. In addition, the Company has entered into a distribution
agreement with H. Hoogendoorn Automation B.V., a Dutch company, pursuant to
which the Company has obtained exclusive rights to distribute certain
environmental control products in the United States, Canada and Mexico. The
term of the agreement extends until June 30, 1997, at which time the agreement
automatically extends for successive one year terms. Either party may, upon
90 days written notice to the other, terminate the agreement at the end of the
then current term. Termination of any of these agreements could have a
material adverse effect on the Company's business, financial condition and
results of operations.
<PAGE>
Future Capital Needs. The Company's future capital requirements will
depend on many factors, including cash flow from operations, competing
technological and market development and the Company's ability to market its
products successfully. The Company plans to finance its cash needs with
existing cash reserves and interest earned thereon, with revenue from product
sales, and with bank loans, leases and debt financings. To the extent that
such funds are not sufficient to finance the Company's activities, the Company
will have to raise additional funds through public offerings or private
placements of equity or debt securities or through other means. There can be
no assurance that additional financing will be available on acceptable terms,
if at all.
Competition. The Company faces substantial competition in the sale of
certain products and growing systems to greenhouses and nurseries in North
America. Competition in the fruit and vegetable coatings market is similarly
intense. Fruit and vegetable coating products are developed and marketed
primarily by several large corporations which are better established in the
industry, have substantial technical and financial resources and offer a full
range of products, including products which compete directly with the
Company's Bio-Save PostHarvest BioProtectant products. In addition, several
corporations which are smaller in size than EcoScience offer a limited range
of fruit and vegetable coating products which compete with the Company's
products.
Competition in the pesticide industry also is intense. The Company
competes with large manufacturers of synthetic chemical pesticides and
established biopesticide companies. The pesticide industry is dominated by
large chemical companies located in the United States, Japan and Europe.
These companies have substantial financial and technical resources, extensive
sales and distribution capabilities, varied product registration experience
and the ability to manufacture products efficiently. The Company believes
that the commercial success of its biological pest control products will
depend upon the development of cost effective products which compete with
synthetic chemical pesticides on the basis of effectiveness, safety and
ecological benefit. In addition, product line profitability will depend upon
cost effective production and strong sales and distribution networks for the
Company's products.
<PAGE>
Possible Volatility of Share Price. There has been a history of
volatility in the market prices for securities of emerging growth and
technology-based companies. Factors such as announcements of technological
innovations or new products by the Company or its competitors, government
regulatory action, public concern as to the safety of products developed by
the Company or its competitors, patent or proprietary rights developments and
market conditions in general could have a significant impact on the future
market price of the Common Stock.
Uncertain Market Acceptance. The Company's sales of biopesticide
products will be dependent on market acceptance of those products. The
predominant pest control products in use today are synthetic chemical
pesticides. Biopesticides can require pest control practices, such as the
timing and method of application, that are different from those typically
associated with synthetic chemical products. In addition, while the Company's
products may obtain levels of pest control over time which are comparable to
synthetic chemical pesticides, initial control may not be reached as rapidly.
The rate at which consumers adopt new pest control practices will affect
directly the market acceptance of the Company's biopesticide products. To
date, the Company has had limited success in marketing its biopesticide
products. There can be no assurance that those products will be accepted in
the marketplace or that any other product developed by the Company will be
successfully commercialized.
Government Regulation and Product Registration. Many of the Company's
products and products under development by EcoScience are classified as
pesticides and must meet rigorous testing and registration requirements of the
U.S. Environmental Protection Agency ("EPA"), state regulatory authorities and
other domestic regulatory agencies. The pesticide registration process in
many developed countries is as complex and detailed as it is in the United
States. Most developed countries conduct their own evaluation of data, may
require registration of pesticides before sales are allowed, and may require
data different from or in addition to that required in the United States. The
fact that a particular pesticide product is already registered in the United
States may not result in more rapid approval for that product in another
country. Compliance with regulatory procedures is expensive and can be
lengthy. The Company estimates that the period between submission of
applications for EPA registration and approval is two years, although that
period can extend for a longer time and there can be no assurance that such
registrations or approvals will be obtained. Failure to obtain such approvals
could adversely impact the Company's business.
Unpredictability of Patent Protection and Proprietary Technology. The
Company owns or has rights to certain proprietary information, including
patent and patent applications, which relate to its technology and products.
The Company believes that patents and trade secret protection for its products
is important to the ultimate success of its business. There can be no
assurance that additional patents will be issued or, if issued and challenged,
will be ultimately determined to be valid. Furthermore, there can be no
assurance that the Company will be able to maintain the secrecy of any of its
proprietary technology or trade secrets or that other companies will not
develop independently substantially equivalent or better information and
technologies. In addition, issued patents may not provide adequate protection
for the technology to which they relate and patents may be infringed upon by
others. Defense and prosecution of patent infringement claims can be
expensive and time consuming, even if the outcome is favorable to the Company.
<PAGE>
Manufacturing Risks. The Company attempts to maintain flexibility in
deciding whether to manufacture products internally or contract third party
manufacturers. The primary factors the Company will consider in making this
determination include the availability and cost of third party sources, the
anticipated manufacturing volume and the Company's ability to manufacture
profitably. The Company manufactures its fruit and vegetable coatings
internally at its Orlando, Florida facility. The Company has entered into
manufacturing agreements with third party manufacturers for the manufacture of
its BioSave postharvest disease control products and the active ingredient in
its BioBlast termiticide product. There can be no assurance that any
manufacturing done by the Company can be achieved cost-effectively.
Furthermore, delays in locating third party manufacturing sources, or
inadequate performance by any third party manufacturer could have a material
adverse impact on the Company's business.
Dependence on Key Management. The future success of the Company is
dependent, in part, on the efforts of its senior management. The loss of the
services of one or more of these individuals may have a material adverse
effect upon the Company. The Company does not have employment agreements with
any of its executive officers for a specific term. The recruitment and
retention of skilled management personnel is important to the Company's
success and competition for such personnel is intense. There can be no
assurance that the Company will be able to continue to attract and retain such
personnel.
Seasonality. The timing of the Company's operating revenues may vary as
a result of the seasonal nature of its business. In addition, operating
revenues may be affected by the timing of new product launches, acquisitions,
sales orders and other economic factors. In the past, operating revenues have
been concentrated in the Company's second and third quarters as a result of
the North American growing season. Although the Company believes that the
historical trend in quarterly revenues for the second and third quarters of
each year are generally higher than the first and fourth quarters, there can
be no assurance that this will occur in future periods. Accordingly,
quarterly or other interim results should not be considered indicative of
results to be expected for any other quarter or for the full fiscal year.
Product Liability. The Company's business will expose it to potential
product liability risks associated with the testing, manufacturing, sale and
distribution of its technology and products. The Company maintains product
liability insurance, but there can be no assurance that the Company will be
able to maintain such insurance on acceptable terms, that the insurance will
provide adequate coverage, or that the Company will otherwise be able to avoid
significant liability exposure. Although the Company believes that its
products are less likely to result in environmental damage than synthetic
chemical pesticides, there can be no assurance that such damage will not
result from use of the Company's products, or that the Company's liability
insurance coverage would cover the Company's financial exposure in such event.
<PAGE>
Anti-Takeover Provisions. The Company's charter provides for
staggered terms for the members of the Board of Directors and certain
provisions of the by-laws may be amended only with an 80% stockholder vote.
These charter and by-law provisions may discourage transactions involving an
actual or potential change in control of the Company which might be beneficial
to the Company or its stockholders.
Possible Issuance of Shares of Preferred Stock. Shares of the Company's
Preferred Stock $.01 par value, may be issued by the Company in the future
without stockholder approval and upon such terms as the Board of Directors may
determine. The rights of holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of any Preferred Stock
that may be issued in the future. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of discouraging a person from
acquiring a majority of the outstanding Common Stock of the Company. The
Company has no present plans to issue any shares of Preferred Stock.
No Dividends. The Company has never paid any cash dividends on its
Common Stock. The Board of Directors anticipates that for the foreseeable
future the Company's earnings, if any, will be retained for use in the
business and that no cash dividends will be paid on the Common Stock.
SELLING STOCKHOLDERS
All of the Shares described in this Prospectus are now and will be owned
immediately after registration by the Selling Stockholders listed below. All
of the Shares offered below were acquired in connection with a private equity
financing pursuant to a Stock Purchase Agreement dated as of September 25,
1996, except that the Shares offered by Taglich Brothers, D'Amadeo, Wagner &
Company, Incorporated ("Taglich") represent Shares issuable upon exercise of a
warrant (the "Warrant") issued to Taglich, the placement agent for the private
offering, as part of its placement fee.
The Company believes, based on information provided by the Selling
Stockholders, that the Selling Stockholders own no shares of Common Stock of
the Company other than the Shares and that upon the sale of the Shares owned
by them and offered by this Prospectus, the Selling Stockholders will not own
any shares of Common Stock of the Company.
<PAGE>
<TABLE>
<CAPTION>
Number of
Name of Selling Stockholder Shares offered Hereby
--------------------------- ---------------------
<S> <C>
Bost & Co. FBO The Bush
Foundation 75,000
Auer & Co. FBO Inter-Regional
Financial Group 75,000
Pitt & Co. FBO Supervalue Inc. 100,000
Topworks & Co. FBO Montgomery
County Employees Retirement System 200,000
Ell & Co. FBO AT&T Corporation 590,000
Taglich Brothers, D'Amadeo,
Wagner & Company, Incorporated 156,000(1)
---------
1,196,000
_________
</TABLE>
______________________
(1) Represents shares issuable upon conversion of an outstanding warrant to
purchase Common Stock.
The Company will not receive any proceeds from the sale by the Selling
Stockholders of any of the Shares. None of the Selling Stockholders has held
any position or office or had a material relationship with the Company within
the past three years.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders or
by pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market or otherwise, at prices and at
terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The Shares may be sold by one or more of the
following methods: (i) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent, but may position and resell a
portion of the block as principal to facilitate the transactions; (ii)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; or (iii) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by a Selling
Stockholder may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from the Selling Stockholders
in amounts to be negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold
under Rule 144 rather than pursuant to this Prospectus.
<PAGE>
VALIDITY OF COMMON STOCK
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Warner & Stackpole LLP, Boston, Massachusetts. Kenneth S.
Boger, a director of the Company, is a partner of Warner & Stackpole LLP.
Warner & Stackpole LLP provides legal services to the Company.
EXPERTS
The Financial Statements and Schedules incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
The following table sets forth the estimated expenses, all of which are
being paid by the Company, in connection with this offering.
<TABLE>
<S> <C>
Registration fees $ 521.89
Legal fees and expenses 5,500.00
Accounting fees and expenses 2,500.00
Miscellaneous 1,478.11
----------
Total $10,000.00
__________
</TABLE>
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
Delaware General Corporation Law, Section 102(b)(7), authorizes a
corporation to eliminate or limit personal liability of members of its board
of directors for violations of a director's fiduciary duty of care. Such
elimination or limitation of personal liability is not permitted, however,
where there has been a breach of the duty of loyalty, failure to act in good
faith, intentional misconduct or knowing violation of law, or payment of a
dividend or approval of a stock repurchase which was deemed illegal or where a
director obtains an improper personal benefit.
The Company's Restated Certificate of Incorporation provides that a
director of the Company shall, to the maximum extent permitted by Section
102(b)(7) or any successor provision or provisions, have no personal liability
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director.
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect
to any matter in which the director or officer acted in good faith and in a
manner he reasonably believed to be not opposed to the best interests of the
corporation and, with respect to any criminal action, had no reasonable cause
to believe his conduct was unlawful.
The Company's Restated Certificate of Incorporation provides that any
director or officer of the Company involved in any action, suit or proceeding,
the basis of which is alleged action or inaction by such director or officer
while he was acting in an official capacity as a director or officer of the
Company or as a director, trustee, officer, employee or agent of another
entity at the request of the Company, shall be indemnified and held harmless
by the Company to the fullest extent permitted by Section 145 against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith. Such indemnification as to such alleged action or
inaction continues as to an indemnitee who has after such alleged action or
inaction ceased to be a director or officer of the Company or a director,
officer, trustee, employee or agent of such other entity and inures to the
benefit of the indemnitee's heirs, executors and administrators. The Restated
Certificate of Incorporation also provides that the right to indemnification
shall be a contract right which shall not be affected adversely as to any
indemnitee by any amendment to the Restated Certificate of Incorporation with
respect to any action or inaction occurring prior to such amendment and shall
include, unless otherwise restricted or prohibited by law or the Company's By-
laws, the right to be paid by the Company for expenses incurred in defending
any such proceeding in advance of its final disposition. The Company's Board
of Directors may also grant these indemnification rights to any employee or
agent of the Company or to any person who is or was a director, officer,
employee or agent of the Company's affiliates, predecessors or subsidiaries.
<PAGE>
Each of the Underwriting Agreement dated February 4, 1992 between the
Company and the underwriters named in Schedule I thereto and the Underwriting
Agreement dated December 22, 1993 between the Company and the underwriters
named in Schedule I thereto (the underwriters shall collectively be referred
to herein as the "Underwriters") provides that the Underwriters shall
indemnify each director of the Company, each officer of the Company who signed
the applicable Registration Statement on Form S-1 and any person who controls
the Company within the meaning of the Securities Act of 1933, as amended, (the
"Securities Act") against certain liabilities, including liabilities under the
Securities Act.
The Asset Purchase Agreement dated as of March 2, 1994 by and among the
Company, American Machinery Corporation ("AMC") and Aeroglide Corporation
provides that AMC shall indemnify each director of the Company, each officer
who signed the Form S-3 Registration Statement which became effective in
December 1994 and any person who controls the Company within the meaning of
the Securities Act against certain liabilities, including liabilities under
the Securities Act.
The Lease Termination Agreement dated as of January 11, 1996 between the
Company and Worcester Business Development Corporation ("WBDC") provides that
WBDC shall indemnify the Company and each of its directors and officers
against all claims, losses, damages and liabilities arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact
contained in a registration statement, prospectus, offering circular or other
document prepared in connection with the registration of shares issued to WBDC
(Registration Statement No. 33-31144), or any omission (or alleged omission)
to state a material fact required to be stated or necessary to make the
statements therein not misleading. WBDC shall reimburse the Company and such
directors and officers for any legal or other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action to the extent that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
Registration Statement in reliance upon and in conformity with written
information furnished to the Company by WBDC. The obligations of WBDC are
limited to an amount equal to the proceeds of securities sold as contemplated
in such Registration Statement.
The Stock Purchase Agreement dated as of September 25, 1996 among the
Company and the Selling Stockholders provides that the Selling Stockholders
shall indemnify the Company and each of its directors and officers against all
claims, losses, damages and liabilities arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in a
registration statement, prospectus, offering circular or other document, or
any omission (or alleged omission) to state a material fact required to be
stated or necessary to make the statements therein not misleading. The
Selling Stockholders shall reimburse the Company and such directors and
officers for any legal or other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action to the extent that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such Registration Statement in
reliance upon and in conformity with written information furnished to the
Company by the Selling Stockholders.
<PAGE>
Item 16. Exhibits.
--------
See list of Exhibits in the Exhibit Index.
Item 17. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by the registrant is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of East Brunswick, the State of New
Jersey, on April 14, 1997.
ECOSCIENCE CORPORATION
By: /s/ Michael A. DeGiglio
-------------------------------------
Michael A. DeGiglio
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Michael A. DeGiglio and Kenneth S. Boger, and each of them with full power to
act without the other, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any and all amendments to this
Registration Statement (including post-effective amendments and amendments
thereto) and any registration statement relating to the same offering as this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing, ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Name Title Date
- ---- ----- ----
/s/ Michael A. DeGiglio
- --------------------------- President, Chief Executive April 14, 1997
Michael A. DeGiglio Officer (Principal Executive
Officer) and Director
/s/ Harold A. Joannidi
- --------------------------- Treasurer and Secretary April 14, 1997
Harold A. Joannidi (Principal Financial and
Accounting Officer)
/s/ Kenneth S. Boger
- --------------------------- Director April 14, 1997
Kenneth S. Boger
/s/ E. Andrews Grinstead III
- ---------------------------- Director April 14, 1997
E. Andrews Grinstead III
/s/ Larry M. Nouvel
- ---------------------------- Director April 14, 1997
Larry M. Nouvel
/s/ David J. Ryan
- ---------------------------- Director April 14, 1997
David J. Ryan
/s/ Heinz K. Wehner
- ---------------------------- Director April 14, 1997
<PAGE>
ECOSCIENCE CORPORATION
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibit Sequential Page No.
- ----------- ---------------------- -------------------
** 4.1 Restated Certificate of Incorporation
of the Registrant.
*** 4.2 By-Laws of the Registrant.
* 4.3 Specimen stock certificate.
5 Opinion of Warner & Stackpole LLP
(filed herewith).
23.1 Consent of Arthur Andersen LLP
(filed herewith).
23.2 Consent of Warner & Stackpole LLP
(included in Exhibit 5).
24.1 Power of Attorney of officers and
directors of the Registrant (included
in the signature page).
____________________
* Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-44664) or amendments thereto and incorporated
herein by reference.
** Filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1992 or amendments thereto and incorporated
herein by reference.
*** Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration Statement 33-44664) or amendments thereto and
incorporated herein by reference.
Exhibit 5
April 17, 1997
EcoScience Corporation
10 Alvin Court
East Brunswick, NJ 08816
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation and
filing with the Securities and Exchange Commission of a Registration State-
ment on Form S-3 (the "Registration Statement") with respect to the shelf
registration of 1,196,000 shares of Common Stock, $.01 par value per share,
(the "Shares") of EcoScience Corporation, a Delaware corporation (the
"Company").
We have examined the Registration Statement, the Restated Certificate
of Incorporation of the Company, as amended to date, and such other documents
and records of the Company as we have deemed necessary for purposes of this
opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
We are members of the bar of the Commonwealth of Massachusetts, and we
express no opinion as to any matters insofar as any laws other than Federal
laws and the laws of the Commonwealth of Massachusetts may be applicable.
Based upon the foregoing, we are of the opinion that the Shares are
validly authorized and legally issued, fully paid and non-assessable.
We hereby consent to the reference to this firm under the heading
"Validity of Common Stock" in the Registration Statement and to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ WARNER & STACKPOLE LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 6, 1996
(except for the matters discussed in Notes 4 and 11, as to which the date is
October 5, 1996), included in EcoScience Corporation's Form 10-K for the year
ended June 30, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Roseland, New Jersey
April 14, 1997
