Looks like some dumb @ss,, panicked,,, I see nothing wrong here,,
Wednesday August 19, 7:59 am Eastern Time
Company Press Release
AgriBioTech Inc.'s Registration of Securities and Options Declared Effective
LAS VEGAS--(BUSINESS WIRE)--Aug. 19, 1998--Dr. Johnny R. Thomas, chief executive officer of AgriBioTech Inc. (Nasdaq NM:ABTX - news), Wednesday announced that four registration statements were declared effective by the Securities and Exchange Commission (''SEC'') on Aug. 14, 1998.
The company registered securities on two Forms S-3 and one Form S-4 registration statements, and options on one Form S-8 registration statement. The shares and options registered were generally for two purposes: first to register restricted securities previously issued, and second, to provide flexibility for business opportunities, including continued growth. The registration process has been ongoing since March 10, 1998, and was subject to a full review by the SEC.
The company registered 7,122,291 previously issued restricted shares on Registration Statement No. 333-47637 (Form S-3). The 2,960,609 shares issued to former owners of acquired businesses continue to be subject to various lock-up agreements negotiated during the acquisitions.
The remaining 4,161,682 shares were issued to qualified investors in a $50 million private placement in March through May of 1998 and includes 586,000 shares which would be issued upon the exercise of warrants resulting in cash payments to the company of $10,263,750.
Registration Statement No. 333-611127 (Form S-3) is a ''shelf'' registration of up to 4.5 million shares of common stock and up to $125 million of debt securities. Standard & Poor's has assigned a single ''B'' corporate credit rating to the company. The company has not entered into any arrangements for offerings of its securities pursuant to this registration statement, nor does the company have definite plans for such issuances.
According to Thomas, ''the registration of shares and debt securities will provide the company flexibility in funding alternatives as management continues to seek biotechnology and growth opportunities.''
Registration Statement No. 333-61097 (Form S-4) registered 3 million shares for possible issuance to sellers of businesses that the company may acquire in the future. The company is negotiating with a number of businesses, some of which may accept shares in the company as partial or complete payment for such acquisitions.
It is management's objective to continue to grow its industry-leading market share and to acquire additional germplasm and personnel as opportunities arise.
The company also registered an additional 6,068,000 options through an amendment of its Form S-8 Registration Statement No. 333-07123. Of this total, approximately 2,280,000 options have already been granted to employees of the company and approximately 3,788,000 are available for possible future issuance to employees. Employee options are a valuable tool to facilitate the integration of acquired businesses into the company.
As the company continues its planned growth, management expects to give new employees options. If all of the approximately 7,630,000 currently outstanding options were exercised, the company would receive approximately $57.5 million.
As a result of the SEC review process, the company also filed amendments to documents previously filed under the Securities Exchange Act of 1934 (the ''Exchange Act''), primarily in the footnotes to financial statements and MD&A sections. These amendments did not result in any restatement of the company's consolidated financial statements or any change in sales, earnings, assets or equity previously reported by the company.
Historically, the company has acquired and operated acquisitions at an agreed upon effective date, instead of the closing date. This practice has been an integral part of the company's acquisition and integration strategy.
Due to the size of the company and the internal focus on integration of acquired businesses, the company has changed its acquisition practices, to operate and acquire businesses at the closing date, instead of the effective date, for acquired businesses not included in the company's March 31, 1998 consolidated financial statements.
Consequently, amendments to previous Exchange Act filings included in the insertion of information on what sales, assets, equity and earnings would have been historically if the company had acquired and operated acquisitions as of the closing date.
This information will make it easier for investors to compare future quarters with past quarters. The general effect of using effective dates instead of closing dates is slightly earlier recognition of sales, assets, equity and their associated effect on net earnings.
A written Prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained from the SEC's World Wide Web site at sec.gov.
AgriBioTech is a fully integrated full-service seed company specializing in the forage and turfgrass seed sector, complete with research and development of proprietary seed varieties, seed processing plants, and a national and international distribution and sales network.
The company has completed 29 acquisitions since Jan. 1, 1995, and is the largest forage and cool-season turfgrass seed company in the United States, with a current level of annualized net sales of approximately $425 million, including the previously announced pending acquisitions of Willamette Seed Co., and Oseco Inc.
The statements discussed in this news release include forward-looking statements that involve a number of risks and uncertainties. These include the company's historical lack of profitability, need to manage its growth, intense competition in the seed industry, seasonality of quarterly results, and other risks detailed from time to time in the company's SEC reports.
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Contact:
AgriBioTech Inc., Henderson
John Francis, 702/566-2440
fax: 702/566-2450
www.agribiotech.com
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