SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
April 29, 1998
Date of Report
(Date of Earliest Event Reported)
EcoScience Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-19746 04-2912632
(Commission File Number) (I.R.S. Employer I.D. Number)
10 Alvin Court, East Brunswick, NJ 08816
(Address of Principal Executive Offices, Including Zip Code)
732-432-8200
(Registrant's Telephone Number,
Including Area Code)
Not Applicable
(Former Name or Former Address,
if Changed since Last Report)
<PAGE>
Item 5. Other Events
The Registrant incorporates herein by reference, the press release made
available to the public on April 29, 1998, a copy of which is included in
this report as Exhibit 20.2. The press release refers to the Company
signing a definitive Merger Agreement whereby Agro Power Development, Inc.
will be merged with and into a newly formed subsidiary of the Company.
<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: May 8, 1998 By: /s/ Harold A. Joannidi
------------------------------------
Harold A. Joannidi
Treasurer and Secretary
<PAGE>
Current Report on Form 8-K
ECOSCIENCE CORPORATION
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
- ------ ---------------------- -----------
20.2 Press release dated April 29, 1998 5
ECOSCIENCE CORPORATION
EXHIBIT 20.2
Press release dated April 29, 1998
<PAGE>
News Release
For further information contact:
Michael DeGiglio Laurence Hirschhorn
President & CEO Anreder Hirschhorn Silver and Company
Phone: 732-432-8200 Phone: 212-421-4020
For Immediate Release
ECOSCIENCE AND AGRO POWER DEVELOPMENT ANNOUNCE
THE SIGNING OF A DEFINITIVE MERGER AGREEMENT
EAST BRUNSWICK, NEW JERSEY, April 29, 1998: EcoScience Corporation (NASDAQ:
ECSC) and Agro Power Development, Inc. ("APD") today announced that they have
signed a definitive agreement to merge. The merger agreement has been approved
by the Boards of Directors of both companies, and is subject to shareholder
approval at special meetings to be scheduled. In November 1997, the companies
had announced they entered into a letter of intent to merge.
APD is a vertically integrated producer and marketer of its Village Farms(R)
brand premium, fresh produce grown in environmentally controlled, intensive
agriculture production facilities. EcoScience is engaged in the development and
commercialization of natural pest control products, naturally derived coatings
to preserve food quality and extend the shelf life of fruits and vegetables, and
the marketing and distribution of advanced technologies, products, growing
systems and services for the intensive agriculture, horticulture and produce
packing industries.
Michael A. DeGiglio, President and CEO of EcoScience said: "We are very
enthusiastic about the proposed merger. We believe the integration of the two
companies will result in increased marketing capability, management depth, and
the greater financial and operating resources needed to take full advantage of
the multiple opportunities to increase shareholder value which now exist in the
global agri-business markets."
As previously announced, the merger will be done on a tax free basis with APD
shareholders receiving EcoScience shares representing 80% of the outstanding
common stock of EcoScience on a fully diluted basis after the merger. Complete
details of the proposed merger will be contained in the EcoScience proxy
statement, which will be sent to the shareholders of both companies prior to the
merger vote.
This press release contains forward looking statements, including those which
relate to the completion of this merger. The results of the merger in terms of
market acceptance and corporate position are subject to risks and uncertainties
which 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 Form 10-K for the year ended
June 30, 1997, 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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EcoScience Corporation
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10 Alvin Court East Brunswick, NJ 08816 732-432-8200 Fax 732-432-0770
