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
January 8, 1999
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)
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Item 2. MATERIAL ACQUISITION OR DISPOSITION OF ASSETS
The Registrant incorporates, herein by reference, the press release made
available to the public on January 5, 1999, a copy of which is included in this
report as Exhibit 20.4. The press release refers to the Company completing the
purchase of 100% of the Cogentrix Energy Inc. partnership interests in four
greenhouses operations in which EcoScience and Cogentrix were partners (Village
Farms of Texas LP, Village Farms of Marfa LP, Village Farms of Buffalo LP and
Village Farms of Pocono LP).
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: January 8, 1999 By: /s/ David M. Suchniak
--------------------------------
Senior Vice President and
Chief Financial Officer
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ECOSCIENCE CORPORATION
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
20.4 Press Release dated January 5, 1999
FOR IMMEDIATE RELEASE
For further information contact:
Michael A. DeGiglio
President & CEO
EcoScience Corporation
Phone: 732-432-8200
Laurence Hirschhorn / Steven Anreder
Anreder Hirschhorn Silver and Company
Phone: 212-532-3232
ECOSCIENCE AND COGENTRIX COMPLETE SALE
OF MINORITY PARTNERSHIP INTERESTS TO ECOSCIENCE
EAST BRUNSWICK, NJ, January 5, 1999 - EcoScience Corporation (NASDAQ: ECSC)
today reported that on December 30, 1998 it purchased all of Cogentrix Energy
Inc.'s partnership interests in four greenhouse operations in which EcoScience
and Cogentrix were partners (Village Farms of Texas LP, Village Farms of Marfa
LP, Village Farms of Buffalo LP and Village Farms of Pocono LP), and terminated
Cogentrix's right of first option agreement to participate in new projects.
Pursuant to the Definitive Agreement, EcoScience acquired from Cogentrix all of
the outstanding capital stock of each of Cogentrix of Buffalo, Inc., Cogentrix
of Fort Davis I, Inc., Cogentrix Greenhouse Investments, Inc., Cogentrix of
Marfa, Inc. and Cogentrix of Pocono, Inc. (the "Companies") for of 1,000,000
shares of EcoScience common stock; and a $20,600,000 promissory note bearing
interest at the rate of 11.25% per annum, due and payable on March 15, 1999, and
secured, along with certain other obligations to Cogentrix, by the outstanding
shares of Agro Power Development, Inc. (APD) and the stock of the Companies.
EcoScience promised to register the 1,000,000 shares by March 15, 1999 and in
the event it fails to timely do so, will be required, at the election of
Cogentrix, to repurchase the EcoScience stock from Cogentrix at a price equal to
the greater of $4.00 or the Market Price the day prior to the sale. Sales of the
stock are subject to a holding period as follows:
As of March 16, 1999, no more than 250,000 shares
may be sold and, as of June 30, 1999, no more than
a cumulative aggregate of 500,000 may be sold.
EcoScience has retained Chestnut Partners, Inc. to assist the Company in
securing financing to fund the repayment of the promissory note to Cogentrix and
to help the Company raise additional working capital.
EcoScience President and CEO Michael A. DeGiglio said, "This transaction marks
an important step in realizing the success of the original business concept
behind Agro Power Development, Inc. and, more
-more-
<PAGE>
importantly, will allow APD to continue to expand and take full advantage of the
growth opportunities present in the premium, branded, greenhouse vegetable
industry."
Chief Financial Officer, David M. Suchniak added, "This transaction will
ultimately allow the Company to move from a project financing structure to a
more efficient corporate financial strategy, thereby reducing the costs
associated with project finance, as well as the opportunity to improve our
balance sheet, reducing capital costs during 1999."
EcoScience is the leading domestic producer, marketer and distributor of high
value, premium quality greenhouse grown fresh produce, using advanced and
environmentally sound technology to provide the consumer with tastier,
healthier, more appealing fresh fruits and vegetables. The company is preeminent
in the design, marketing and distribution of greenhouse growing and postharvest
systems and products, while continuing to develop biological products for
application in agricultural and sensitive use environments.
In terms of total acreage controlled by a single entity, EcoScience is the
largest producer of premium quality, greenhouse grown tomatoes in the U.S.,
which it sells, along with other fresh vegetables, under its Village Farms(R)
and Home Choice(TM) brand names to retail supermarkets and dedicated wholesale
distribution companies throughout the U.S. The Company operates eight large
greenhouse facilities in the U.S. and has other marketing agreements in place
with other growers in the United States, Mexico, Morocco and the Netherlands.
Cogentrix Energy, Inc., headquartered in Charlotte, NC, acquires, develops, owns
and operates electric generation and other power assets in the United States and
internationally.
This press release contains forward looking statements. Results are subject to
risks and uncertainties that could cause actual results to differ materially
from the statements made herein. These risks and uncertainties have been
included in EcoScience's filings with the Securities and Exchange Commission.
Investors are encouraged to review EcoScience's Proxy Statements, 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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