U.S. 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): September 30, 1998
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EcoScience Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19746 04-2912632
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(Commission File Number) (I.R.S. Employer I.D. No.)
10 Alvin Court, East Brunswick, New Jersey 08816
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(Address of Principal Executive Offices, Including Zip Code)
(732) 432-8200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
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On September 30, 1998, Agro Power Development, Inc., a New York
corporation, ("APD") merged with and into Agro Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of the Registrant (the
"Subsidiary"). Pursuant to the merger agreement among the Registrant, APD
and the Subsidiary, (i) on September 30, 1998 all outstanding shares of APD
stock were converted into the right to receive in the aggregate 9,421,487
shares of the Registrant's Common Stock (the "Conversion Shares"); and (ii)
the Registrant issued 99,000 shares (the "Moroccan Shares") of the Regis-
trant's Common Stock to three APD stockholders in exchange for their 50%
interest in Village Farms of Morocco, S.A., a Moroccan company. Together,
the Conversion Shares and the Moroccan Shares represent 75.9% of the Regis-
trant's outstanding Common Stock. Following is a list of APD stockholders
who acquired control of the Registrant, including the percentage of voting
securities of the Registrant now beneficially owned by such persons:
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------- ---------------- -------------------- --------
<S> <C> <C> <C>
Common Stock Michael A. DeGiglio 3,360,643 shares* 28.8%
Common Stock Albert Vanzeyst 2,941,811 shares** 25.3%
Common Stock Carmelo (Thomas) 2,537,324 shares*** 21.8%
Montanti
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75.9%
</TABLE>
*Mr. DeGiglio has direct voting and dispositive power with respect to
2,675,150 shares. He may be deemed to have indirect voting and dispositive
power with respect to 166,593 shares held by Mr. DeGiglio's wife (as to which
Mr. DeGiglio disclaims beneficial ownership) and 518,900 shares held in trust
for the benefit of Mr. DeGiglio's children (as to which shares Mr. DeGiglio
disclaims beneficial ownership). This amount also includes 60,667 shares
issuable upon exercise of outstanding options.
**Mr. Vanzeyst has direct voting and dispositive power with respect to
2,788,716 shares. He may be deemed to have indirect voting and dispositive
power with respect to 153,095 shares held in trust for the benefit of his
child (as to which shares Mr. Vanzeyst disclaims beneficial ownership).
Ms. Kelly Evans, an independent trustee, has the power to direct the receipt
of dividends with respect to the 153,095 shares held in trust for Mr.
Vanzeyst's child.
***Mr. Montanti has direct voting and dispositive power with respect to
2,533,093 shares. He may be deemed to have indirect voting and dispositive
power with respect to 4,231 shares held by Mr. Montanti's wife (as to which
shares Mr. Montanti disclaims beneficial ownership).
<PAGE>
The Registrant is not aware of any arrangements, the operation of
which may at a subsequent date result in a change in control of the Regis-
trant.
Item 5. Other Events.
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The Registrant incorporates herein by reference the press release
made available to the public on October 1, 1998, a copy of which is included
in this report as Exhibit 20.3. The press release refers to the finalization
of the merger between the Registrant and Agro Power Development, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ECOSCIENCE CORPORATION
Date: October 15, 1998 By: /s/ Harold A. Joannidi
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Harold A. Joannidi
Treasurer and Secretary
<PAGE>
Current Report on Form 8-K
ECOSCIENCE CORPORATION
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
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20.3 Press Release dated October 1, 1998 6
<PAGE>
EXHIBIT 20.3
ECOSCIENCE CORPORATION
10 Alvin Court
East Brunswick, NJ 08816
NEWS RELEASE
For Immediate Release
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For further information contact:
Michael DeGiglio
President & CEO
Phone: 732-432-8200
Laurence Hirschhorn and Steve Anreder
Anreder Hirschhorn Silver and Company
Phone: 212-421-4020
ECOSCIENCE AND AGRO POWER DEVELOPMENT MERGER FINALIZED
EAST BRUNSWICK, NEW JERSEY, OCTOBER 1, 1998 - EcoScience Corporation (Nasdaq:
ECSC) anounced today that its merger with Agro Power Development, Inc. ("APD")
became effective on September 30, 1998. The combined company is the largest
vertically integrated producer of premium fresh produce grown in environmen-
tally controlled, intensive agriculture production facilities in North
America, and markets its produce under its Village Farms (Registered Trademark)
brand name throughout the United States.
As a condition of the merger, shareholders approved a one-for-five reverse
stock split, which became effective at the close of business on September 30,
1998. EcoScience now has approximately 11,619,000 common shares outstanding.
As a result of this merger, EcoScience is now an integrated environmentally
focused, consumer products driven agri-business, capitalizing on expertise in
naturally derived food technologies, intensive production and marketing of
high value, quality fresh produce, innovative bio-rational pest and disease
control technologies, and sophisticated growing and postharvest systems and
products. The Company is committed to improving the quality of its products
by bridging nature, technology and the environment utilizing the highest
standards.
This press release contains forward looking statements, including those that
relate to the combined company. The results of the merger in terms of market
acceptance and corporation position are subject to risks and uncertainties
that could cause actual results to differ materially from the statements made
herein. Additional risks and uncertainties related to EcoScience have been
included in EcoScience's filings with the Securities and Exchange Commission.
Investors are encouraged to review EcoScience's Proxy Statement regarding the
merged entities, the Company's Form 10-K and Forms 10-Q and other documents
filed with the Securities and Exchange Commission for a more complete
discussion of factors that could affect EcoScience's performance.
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