-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITDHPES4hN8hfnelPfE9KAM2npWeA8EDF0R2tNOa5SilghUmeWk9NRjXUfBroJVg x16FHwowgjoX4L6IjAHq+g== 0000876320-00-000002.txt : 20000210 0000876320-00-000002.hdr.sgml : 20000210 ACCESSION NUMBER: 0000876320-00-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGRIBIOTECH INC CENTRAL INDEX KEY: 0000876320 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 850325742 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19352 FILM NUMBER: 528017 BUSINESS ADDRESS: STREET 1: 120 CORPORATE PARK DR STREET 2: 2700 SUNSET RD STE C- 25 CITY: HENDERSON STATE: NV ZIP: 89014 BUSINESS PHONE: 7025662440 MAIL ADDRESS: STREET 1: 120 CORPORATE PARK DRIVE CITY: HENDERSON STATE: NV ZIP: 89014 FORMER COMPANY: FORMER CONFORMED NAME: SUSSEX VENTURES LTD DATE OF NAME CHANGE: 19930328 8-K 1 FORM 8-K CURRENT REPORT DATED 1/25/00 ================================================================================ UNITED STATES 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) January 25, 2000 AgriBioTech, Inc. (Exact name of issuer as specified in its charter) Nevada 0-19352 85-0325742 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 120 Corporate Park Drive, Henderson, Nevada (89014) (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (702)566-2440 ================================================================================ Item 3. Bankruptcy or Receivership On January 25, 2000, AgriBioTech, Inc. (the "Company") and its subsidiaries filed voluntary petitions under chapter 11 of the Unites States Bankruptcy Code with the United States Bankruptcy Court for the District of Nevada. A copy of the Company's press release, dated January 24, 2000, announcing the intended filing is attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 is a copy of a Company press release, dated February 3, 2000, which provides an update on the Chapter 11 filing. Case Filing information is as follows: AgriBioTech, Inc. Case No. 00-10533lbr AgriBioTech, Canada, Inc. Case No. 00-10534lbr Las Vegas Fertilizer Co., Inc. Case No. 00-10535lbr Garden West Distributors, Inc. Case No. 00-10536lbr George W. Hill & Co., Inc. Case No. 00-10537lbr As of the date of this report, the Company has not obtained DIP financing. The Company is seeking DIP financing from its principal lending group led by Bank of America in order to obtain sufficient funds for reorganization. The Company is currently using cash collateral under an interim arrangement with its pre-petition lenders. The Company is continuing to operate as debtor-in-possession, under the authority of its existing officers and directors, subject to the supervision and orders of the Bankruptcy Court. As of the date of this report, no plan of reorganization has been filed by the Registrant and no trustee has been appointed. The foregoing summary does not purport to be complete and is qualified by reference to the press releases which are attached hereto as exhibits. Item 5. Other Events Effective as of January 28, 2000, Thomas B. Rice, Director, Executive Vice President and Director of Research of Registrant, resigned as Executive Vice President, Director of Research and as a member of its board of Directors. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press release dated January 24, 2000 99.2 Press release dated February 3, 2000 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. Date: January 25, 2000 AGRIBIOTECH, INC. By: /s/ Randy Ingram ---------------- Randy Ingram Executive Vice President and Chief Financial Officer EX-99.1 2 PRESS RELEASE DATED JANUARY 24, 2000 FOR IMMEDIATE RELEASE Contact: Doug Fisher AgriBioTech, Inc. 702-566-2440 AgriBioTech, Inc. Intends to File Voluntary Petition for Reorganization Company Expects to Continue Normal Operations; Negotiating for DIP Financing; Expects to have Additional Amounts Available. Las Vegas, NV, January 24, 2000 - AgriBioTech, Inc. (NASDAQ CMS: ABTX) announced today that ABT and its operating subsidiaries intend to file this week voluntary petitions with the U.S. Bankruptcy Court for the District of Nevada in Las Vegas to reorganize under Chapter 11 of the U.S. Bankruptcy Code in order to implement an operational restructuring and financial reorganization. ABT intends to operate in the normal course of business during the restructuring. To ensure that ABT has the short-term working capital necessary to operate its business, ABT is negotiating for debtor-in-possession ("DIP") financing from its current lending group, led by Bank of America N.A. This DIP financing should include additional funds. Promptly after the filing, ABT will request the Court's permission to access the DIP financing to fund normal business operations and other cash needs during the bankruptcy proceeding. The Company intends to pay employee salary, wages and benefits throughout the reorganization process. The Company said that its efforts over the past several months to obtain a new financing package from GE Capital were unsuccessful. "AgriBioTech has faced many challenges in the last few years," said Chairman and Chief Executive Officer, Richard Budd. "An oversupply of seed with a downturn in industry pricing, difficulties inherent in integrating the operations, culture and accounting systems of 34 companies into single operational units, delays in bringing seed to market, reduced revenues, higher than expected expenses and slow cash collections from a weak agricultural economy have led to significant losses and a lack of current liquidity. However, we believe that the benefits afforded by Chapter 11 will allow us to successfully restructure our operations and devise a plan to pay our creditors." Budd continued, "Most importantly, we believe Chapter 11 aids our ability to continue to serve our customers and pay our employees, and vendors while we reorganize." The book value of ABT's assets (excluding intangibles such as goodwill) of December 31, 1999 exceeded liabilities. AgriBioTech, Inc. is a vertically integrated, full-service seed company specializing in the forage and turfgrass sector, complete with research and development of proprietary seed varieties, seed processing plants, and a national and international distribution and sales network. Certain statements contained in this press release, including but not limited to information regarding the future economic performance and financial condition of the Company and its proposed reorganization, are forward-looking in nature and involve risks and uncertainty. There are various factors that could cause results to differ materially form those anticipated by some of the statements made in this press release. Such factors include the Company's ability to obtain DIP financing from Bank of America; the Company's ability to operate in compliance with the DIP facility or obtain any necessary waivers, amendments or refinancing of the facility; the Company's ability to obtain expected Bankruptcy Court approvals of the Company's proposed use of the DIP facility; the Company's ability to retain its employees, customers and vendors during the Chapter 11 proceeding; the overall viability of the Company's long-term operational reorganization and financial restructuring plan; and other factors disclosed in Item 1 of the Company's annual report on Form 10-K for the year ended June 30, 1999 under the heading "Forward Looking Statements" and other reports filed by the Company with the Securities and Exchange Commission. EX-99.2 3 PRESS RELEASE DATED FEBRUARY 3, 2000 FOR IMMEDIATE RELEASE Contact: Doug Fisher AgriBioTech, Inc. 702-566-2440 UPDATES on AgriBioTech, Inc. chapter 11 FILING Las Vegas, NV, February 3, 2000 - AgriBioTech, Inc. (NASDAQ CMS: ABTXQ) provided the following updates on its Chapter 11 filing. The petitions for ABT and its operating subsidiaries were filed on Tuesday, January 25, 2000. The case numbers are AgriBioTech, Inc. #00-10533lbr, AgriBioTech, Inc. Canada #00-10534lbr, Las Vegas Fertilizer Co., Inc. #00-10535lbr, Garden West Distributors, Inc. #00-10536lbr, and George W. Hill & Co., Inc. #00-10537lbr which are all filed with the U.S. Bankruptcy Court for the District of Nevada in Las Vegas. Within a few days, the Company's website (www.agribiotech.com) will contain an extensive section on Chapter 11 matters, including a schedule of events and a link to the Las Vegas court. ABT and its subsidiaries are debtors in possession and management is authorized to operate the businesses. ABT does not currently have a post petition financing agreement, and is negotiating with its current lending syndicate, led by Bank of America Business Credit, for that financing. ABT is currently using cash collateral under an interim arrangement with its pre-petition lenders. ABT has assembled a team of experienced professionals to assist its efforts. Financial expertise is being supplied by the Corporate Restructuring Group of Arthur Andersen's Los Angeles office. The nationally recognized bankruptcy firm of Pachulski Stang Ziehl Young & Jones serves as bankruptcy counsel. ABT has begun exploring the sale of non-strategic assets. Interest has been shown in such assets by potential purchasers. Dr. Thomas B. Rice, a member of the Board of Directors, Executive Vice President and Director of Research, has resigned his Board and officer positions. Mr. James Hopkins had previously resigned his Board position for health reasons. ABT is currently in discussions with, and providing information to, NASDAQ officials regarding continued listing and resumption of trading of its shares. A resumption of trading is not expected soon. AgriBioTech, Inc. is a vertically integrated, full-service seed company specializing in the forage and turfgrass sector, complete with research and development of proprietary seed varieties, seed processing plants, and a national and international distribution and sales network. Certain statements contained in this press release, including but not limited to information regarding the future economic performance and financial condition of the Company and its proposed reorganization, are forward-looking in nature and involve risks and uncertainty. There are various factors that could cause results to differ materially form those anticipated by some of the statements made in this press release. Such factors include the Company's ability to obtain DIP financing from Bank of America; the Company's ability to operate in compliance with the DIP facility or obtain any necessary waivers, amendments or refinancing of the facility; the Company's ability to obtain expected Bankruptcy Court approvals of the Company's proposed use of the DIP facility; the Company's ability to retain its employees, customers and vendors during the Chapter 11 proceeding; the overall viability of the Company's long-term operational reorganization and financial restructuring plan; and other factors disclosed in Item 1 of the Company's annual report on Form 10-K for the year ended June 30, 1999 under the heading "Forward Looking Statements" and other reports filed by the Company with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----