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
February 1, 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 5. Other Events
The Registrant incorporates, herein by reference, the press release made
available to the public on February 3, 1999, a copy of which is included in this
report as Exhibit 20.5. The press release discloses that the Company's post
harvest equipment division of its wholly owned subsidiary Agro Dynamics Inc.,
which was the exclusive distributor in North America for Aweta B.V.'s sorting
and grading equipment, was acquired by Autoline Inc., of Reedley, California, on
February 1, 1999. This transaction will not have a material impact on the
Company's financial position or results of operations.
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: February 9, 1999 By: /s/ Harold A. Joannidi
-------------------------------------
Harold A. Joannidi
Vice President & Corporate Controller
(Chief Accounting Officer)
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ECOSCIENCE CORPORATION
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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20.5 Press Release dated February 3, 1999
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Exhibit 20.5
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 SUBSIDIARY SELLS NORTH AMERICAN RIGHTS TO DISTRIBUTE
AWETA SORTING AND GRADING EQUIPMENT
EAST BRUNSWICK, NEW JERSEY, February 3, 1999 - EcoScience Corporation (Nasdaq:
ECSC), of East Brunswick, NJ, announced that the post harvest equipment division
of its wholly owned subsidiary Agro Dynamics Inc., which is the exclusive
distributor in North America for Aweta sorting and grading equipment, was
acquired by Autoline Inc., of Reedley, CA, for an undisclosed sum on February 1,
1999. Autoline Inc. and Aweta B.V. are both wholly owned subsidiaries of FPS
Food Processing Systems of Holland.
Autoline, Inc. acquired the assets and obligations of Agro Dynamic's operations
in the Pacific Northwest, based in Yakima, Washington, with the intention of
maintaining current sales, marketing, installation and service activities
without interruption. Sales, service and administrative personnel will continue
to exercise their current responsibilities for Autoline Inc. Agro Dynamics, Inc.
will continue to represent the Aweta product line on an extended basis for sales
only in the intensive farming segment.
After careful review, EcoScience Corporation concluded that the long term
outlook of the post harvest equipment distribution business was no longer
consistent with the future strategic direction of Agro Dynamics, the largest
distributor of technology and products to the greenhouse and horticulture
industry in North America. Sales of this division, the majority of which were to
the apple industry, were $2,783,000 in FY 1996, $5,519,000 in FY 1997 and
$4,596,000 in FY 1998 and were profitable in all years.
EcoScience President and CEO Michael A. DeGiglio commented, "EcoScience's goal
is to focus on the business lines that will best enhance the Company's earnings
and not dilute management efforts in maximizing the value of our core business.
It is management's belief that the outlook for the post harvest equipment
division is not consistent with this objective."
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Agro Dynamics, Inc. President Jeremy Grieveson added, "Agro Dynamics will
concentrate its future efforts on continued development of the greenhouse
growing systems sector in the expanding horticultural market in North America
that will be consistent with the Company's overall strategic direction. Our role
as an independent distributor in the post harvest equipment area would not
support the Company's long term objectives".
Autoline Inc. is active in the fruit packing industry in the United States. This
transaction will provide added momentum and the opportunity to strengthen the
presence and activities of both Autoline Inc. and FPS's Aweta sorting and
grading systems in these markets.
Eco Science is the leading domestic producer, marketer and distributor of high
value, premium quality greenhouse grown 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 intensive agriculture and post
harvest systems and products, while continuing to develop biological products
for application in agricultural and sensitive use environments.
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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