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Microcap & Penny Stocks : ABTX - Agribiotech -- Ignore unavailable to you. Want to Upgrade?

To: vestor who wrote (7423)	2/6/1999 6:26:00 PM
From: Jeff Sutton	Read Replies (1) \| Respond to of 8359

Pity the Stae of Wisconsin Investment Board projo.com Let's hope they fare better with ABTX. Still long (but not very)

To: vestor who wrote (7423)	2/7/1999 1:08:00 PM
From: W Shakespeare	Respond to of 8359

Some excerpts from the 424b2 filing: Regarding the purchase price of Hybrigene: On January 22, 1999, ABT completed the acquisition of 100% of the issued and outstanding share capital of HybriGene, LLC, an Indiana limited liability company, from Thomas K. Hodges, Halina K. Hodges, individuals, and Bill L. Rose, L.L.C., an Oregon limited liability company, pursuant to the terms of a stock purchase agreement dated January 22, 1999. HybriGene, LLC has been engaged in research and development concerning the use of genetic technology in the farming industry. The aggregate purchase price was $11.5 million, paid as follows: Thomas and Halina Hodges - $9.5 million in the form of 515,000 shares of ABT's common stock; Bill L. Rose, L.L.C. - $100,000 in cash and $1.9 million in the form of 103,012 shares of ABT's common stock. The shares of common stock were registered for resale as part of this registration statement and may be resold, subject to the terms of a lock-up agreement between the selling shareholders and ABT, under the prospectus being supplemented hereby. See "Recent Developments and Web Site Disclosures." On January 25, 1999, ABT announced that it had purchased all the outstanding shares of HybriGene, LLC, a biotechnology company with an extensive patent estate involving site specific recombination technology originally developed at Purdue University. In addition, as part of the transaction, ABT acquired exclusive, worldwide rights to use the technology in all crops, species, applications and geographies. Included in the technology acquired are four promoters, DNA sequences used to "turn on" genes by providing a gene with instructions regarding when in development and where in the plant they will be active. One promoter results in constitutive gene expression (activity in most tissues) at a very high level (believed equal to or better than the CAMV 35S promoter, which is the current industry standard). The biotechnology that ABT has acquired through the purchase of HybriGene and the associated exclusive worldwide licenses for all applications has at minimum two broad applications. It provides a method for developing male sterility in plants (male sterility means not capable of reproduction because no viable pollen is produced); these male sterile plants can be used to create hybrids of any plant species. The second broad application of the technology provides an alternative way of regulating gene activity. As part of this agreement, ABT has formed a broad research alliance with Pure Seed Testing for development of transgenic bentgrass, bluegrass and other turf species using both parties germplasm. The exclusive stable of patents when developed will provide male sterile plants, which will carry genes for herbicide resistance, disease resistance and other valuable traits to protect plants. Each party will have the ability to eventually market proprietary varieties that have been transformed with new traits.

To: vestor who wrote (7423)	2/7/1999 1:21:00 PM
From: W Shakespeare	Respond to of 8359

Excerpts from the 8-K: HYBRIGENE, LLC BALANCE SHEET As of December 31, 1998 ASSETS CURRENT ASSETS Cash $ 2,076 Grant Receivable (Note 2) 25,245 ------------ TOTAL CURRENT ASSETS 27,321 INVESTMENTS (Note 3) 321,068 PROPERTY AND EQUIPMENT (Note 4) Laboratory Equipment 69,935 Office Equipment 9,318 Leasehold Improvements 6,804 ------------ 86,057 Accumulated Depreciation (5,857) ------------ 80,200 OTHER ASSETS Prepaid Expenses 2,071 Option Agreement (Note 5) 41,814 Organizational Costs (Net of Amortization of $200) 1,514 ------------ 45,399 ------------ $ 473,988 ============ LIABILITIES CURRENT LIABILITIES Accounts Payable $ 12,007 Deposit (Note 6) 258,760 Accrued Liabilities-- Payroll Taxes 6,552 ------------ TOTAL CURRENT LIABILITIES 277,319 PARTNERS' CAPITAL CAPITAL Partners' Capital (Note 7) 196,669 ------------ $ 473,988 ============ See Notes to Financial Statements. -2- HYBRIGENE, LLC STATEMENT OF OPERATIONS AND PARTNERS' CAPITAL For the Year Ended December 31, 1998 REVENUE SBIR Grant $ 55,000 EXPENSES Wages & Salaries 70,119 Payroll Taxes 6,084 Insurance 6,696 Travel & Meals 3,497 Rent 9,605 Office Supplies 10,606 Utilities 2,435 Accounting Fees 4,762 Legal & Consulting Fees 45,861 Marketing Fees & Supplies 3,936 Shipping, Postage & Printing 1,037 Miscellaneous 160 ----------- 164,798 ----------- OPERATING (LOSS) (109,798) OTHER INCOME Interest 2,524 OTHER EXPENSES Depreciation 5,857 Amortization 200 ----------- 6,057 ----------- NET (LOSS) (113,331) BEGINNING CAPITAL--January 1, 1998 5,000 CAPITAL CONTRIBUTION (Note 7) 305,000 ----------- PARTNERS' CAPITAL--December 31, 1998 $ 196,669 =========== See Notes to Financial Statements. -3- HYBRIGENE, LLC STATEMENT OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS For the Year Ended December 31, 1998 Net (Loss) $(113,331) Adjustments to Reconcile Net (Loss) to Net Cash Provided by Operating Activities-- Depreciation 5857 Amortization 200 (Increase) Decrease in Current Assets-- Grant Receivable (25,245) Prepaid Expenses (2,071) Option Agreement (41,814) Increase (Decrease) in Current Liabilities-- Accounts Payable 12,007 Accrued Liabilities 6,552 Deposit 258,760 ----------------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 100,915 CASH FLOWS FROM INVESTING ACTIVITIES (Purchases) of Property and Equipment (86,057) (Increase) in Organizational Costs (1,714) Net (Increase) in Investment Securities (321,068) ----------------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (408,839) CASH FLOWS FROM FINANCING ACTIVITIES Partners' Contributions 305,000 ----------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,924) CASH AND CASH EQUIVALENTS--Beginning of Period 5,000 ----------------- CASH AND CASH EQUIVALENTS--End of Period $ 2,076 ================= See Notes to Financial Statements. -4- HYBRIGENE, LLC NOTES TO FINANCIAL STATEMENTS December 31, 1998 NOTE 1: ORGANIZATION Business Activity and Organization--HybriGene, LLC (the Company) was ---------------------------------- organized under the laws of the state of Indiana in March 1997. The Company's only activity prior to January 1, 1998, consisted of organizational costs. The Company is a plant genetic engineering company that develops hybrid and engineered seeds for a worldwide market. NOTE 2: GRANT RECEIVABLE The Company was awarded a SBIR grant of $55,000 from the United States Department of Agriculture in 1997. Partial payments have been made in 1998. Final payment is in process. NOTE 3: INVESTMENTS In accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, investments are classified as trading securities and are stated at fair market value at December 31, 1998. Money Market $ 62,308 Common Stock 258,760 --------- Fair Market Value $ 321,068 ========= NOTE 4: PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciated assets to operations over their estimated service lives using the straight line method and accelerated depreciation methods, which are followed for all assets for both financial reporting and tax purposes. Maintenance, repairs, and minor renewals are charged to operations as incurred. Improvement and major renewals are capitalized. Upon sale or disposition, the asset account is relieved of the cost, and the accumulated depreciation account is charged with depreciation taken prior to the sale. Any resultant gain or loss is credited or charged to operations. -5- NOTES TO FINANCIAL STATEMENTS December 31, 1998 NOTE 5: OPTION AGREEMENT The balance represents payments made by the Company per the option agreement dated March 31, 1998 with Purdue Foundation (the Foundation), which grants the Company the option to obtain an exclusive worldwide royalty bearing license for use of technology owned by the Foundation. This cost represents approximately 50% of the estimated costs to complete the agreement with the Foundation. NOTE 6: DEPOSIT The balance represents a certain publicly traded stock held by the Company in their investment account. This stock is being held for a future transaction which has not been completed at the date of this financial statement. This liability is equal to the value reported in the investment account. NOTE 7: CAPITAL CONTRIBUTION A new 25% partner was admitted during August, 1998 with an initial contribution to capital of $300,000. The agreement calls for additional future contributions by the new partner totaling $5,700,000. NOTE 8: SUBSEQUENT EVENTS Subsequent to the balance sheet date, the members have agreed to sell their interest in the Company. These negotiations are in progress at the date of this report.