-----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, HKOev7qzWR3pGbc5GtselfJwSz7A6CCsbKSHLHgxLj+XObZYyi4o4eIeKlbobHrx EphhKUJgffMW6w2NSU99kw== 0000950148-97-001172.txt : 19970507 0000950148-97-001172.hdr.sgml : 19970507 ACCESSION NUMBER: 0000950148-97-001172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970506 SROS: NONE GROUP MEMBERS: LIVIAKIS FINANCIAL COMMUNICATIONS INC GROUP MEMBERS: LIVIAKIS JOHN M GROUP MEMBERS: LIVIAKIS RENEE A GROUP MEMBERS: PRAG ROBERT B SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AGRIBIOTECH INC CENTRAL INDEX KEY: 0000876320 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 850325742 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45999 FILM NUMBER: 97596396 BUSINESS ADDRESS: STREET 1: QUAIL PARK W STREET 2: 2700 SUNSET RD STE 25 CITY: LAS VEGAS STATE: NV ZIP: 89120 BUSINESS PHONE: 7027981969 FORMER COMPANY: FORMER CONFORMED NAME: SUSSEX VENTURES LTD DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIVIAKIS FINANCIAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000930254 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 68031139 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2118 P STREET SUITE C CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: 9164486084 MAIL ADDRESS: STREET 1: 2118 P STREET SUITE C CITY: SACRAMENTO STATE: CA ZIP: 95816 SC 13D/A 1 SCHEDULE 13D/A 1 ---------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response.....14.90 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* AGRIBIOTECH, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 008494-10-6 - -------------------------------------------------------------------------------- (CUSIP Number) John M. Liviakis, 2420 "K" St., Suite 220, Sacramento, CA 95816, (916) 448-6084 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 1, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 008494-10-6 PAGE 2 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Liviakis Financial Communications, Inc. 68-0311399 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of California - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 875,000 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 875,000 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 008494-10-6 PAGE 3 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John M. Liviakis ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 875,000 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 875,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP NO. 008494-10-6 PAGE 4 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Renee A. Liviakis ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 720 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 875,000 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 720 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 875,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,720 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D CUSIP NO. 008484-10-6 PAGE 5 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert B. Prag ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 325,000 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 875,000 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 325,000 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 875,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 2. IDENTITY AND BACKGROUND. This statement is filed by Liviakis Financial Communications, Inc., a California corporation ("LFC"), John M. Liviakis ("JML"), Renee A. Liviakis ("RAL") and Robert B. Prag ("RBP"). LFC's principal business is as a consultant in the areas of investor communications, financial and investor public relations and corporate finance. LFC's principal business and office address is 2420 "K" Street, Suite 220, Sacramento, California 95816. LFC's President is JML, its Senior Vice President is RBP, and its Treasurer, Chief Financial Officer and Secretary is RAL. JML, RAL and RBP are the only executive officers of LFC. The activities associated with these positions constitute the principal occupation and employment of JML, RBP and RAL. JML, RBP and RAL are LFC's only directors, and JML and RAL are its sole stockholders. JML, RBP and RAL are citizens of the United States, and their business address is LFC's principal business address listed above. During the last five years, none of LFC, JML, RBP and RAL has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and during such period none of them has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which was to subject such person to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Amendment No. 2 to Schedule 13D is being filed in recognition of the fact that the remaining options arising under a Non-Qualified Stock Option Agreement dated as of January 5, 1996 by and between the Corporation and LFC (the "LFC Stock Option") to purchase 112,500 shares of the Corporation's Common Stock first becomes exercisable on June 30, 1997 and the remaining options arising under a Non-Qualified Stock Option Agreement dated as of January 5, 1996 by and between the Corporation and RBP (the "RBP Stock Option" and collectively with the LFC Stock Option, the "Stock Options") to purchase 37,500 shares of the Corporation's Common Stock first becomes exercisable on June 30, 1997. Pursuant to the Stock Options, LFC and RBP may purchase such shares of Common Stock at $1.81 per share through January 4, 2001. Pursuant to the Stock Options, LFC and RBP have previously purchased 200,000 shares of Common Stock and 100,000 shares of Common Stock, respectively, at $1.81 per share. In addition, since Amendment No. 1 was filed, RAL purchased 720 shares of Common Stock. 7 LFC has utilized its working capital to exercise the LFC Stock Option to purchase 200,000 shares of Common Stock through the exercise of the LFC Stock Option, and to the extent LFC in the future exercises the LFC Stock Option, it presently intends to utilize its working capital. RBP has utilized his personal funds to purchase the shares of Common Stock he has purchased both through the exercise the RBP Stock Option and otherwise, and to the extent RBP in the future exercises the RBP Stock Option, he presently intends to utilize his personal funds. RAL has utilized her personal funds to purchase the 720 shares of Common Stock. On September 9, 1996, the Corporation, JML, RBP and LFC entered into an Exchange Agreement (the "Exchange Agreement") dated as of August 6, 1996 pursuant to which the Corporation issued 562,500 shares of its Common Stock to LFC and 187,500 shares of its Common Stock to RBP in consideration of (i) the agreement of LFC (a) to assign options arising under the LFC Stock Option to purchase 1,187,500 shares of the Corporation's Common Stock to persons designated by the Corporation, (b) either to exercise options arising under the LFC Stock Option to purchase 200,000 shares of the Corporation's Common Stock on or before October 31, 1996 or to assign such options to persons designated by the Corporation, and (c) to refrain from exercising the balance of the options arising under the LFC Stock Option to purchase 112,500 shares of the Corporation's Common Stock until June 30, 1997, and (ii) the agreement of RBP (a) to assign options arising under the RBP Stock Option to purchase 362,500 shares of the Corporation's Common Stock to persons designated by the Corporation, (b) either to exercise options arising under the RBP Stock Option to purchase 100,000 shares of the Corporation's Common Stock on or before October 31, 1996 or to assign such options to persons designated by the Corporation, and (c) to refrain from exercising the balance of the options arising under the LFC Stock Option to purchase 37,500 shares of the Corporation's Common Stock until June 30, 1997. LFC and RBP purchased the 200,000 and 100,000 shares of Common Stock, respectively, through the exercise of the Stock Options prior to October 31, 1996 and renounced and relinquished their rights arising under the Stock Options to purchase 1,187,500 and 362,500 shares of Common Stock, respectively. 4. PURPOSE OF TRANSACTION. The Option Agreements were entered into pursuant to a Consulting Agreement effective as of January 5, 1996 by and between the Corporation and LFC (the "Consulting Agreement"), in consideration for consulting services to be performed by LFC for the Corporation. The Exchange Agreement was entered into following discussions and negotiations initiated by the Corporation to modify the economic and other terms of the Corporation's consulting relationship with LFC. 8 To the extent LFC and RBP further exercise the Stock Options, each presently intends to acquire and hold the shares of Common Stock so purchased for investment purposes. LFC holds the 762,500 shares of the Corporation's Common Stock presently owned by it for investment purposes. RBP holds the 287,500 shares of Common Stock presently owned by him for investment purposes. RAL holds for investment purposes the 720 shares of Common Stock that she presents owns. LFC, JML, RAL and RBP may also acquire additional shares of Common Stock for investment purposes from time to time, although they do not have any present plans to do so. LFC, JML, RAL and RBP have no plans or proposals which relate to or would result in: any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Corporation or any subsidiary of the Corporation; the sale or transfer of a material amount of assets of the Corporation or any of its subsidiaries; any change in the Corporation's present Board of Directors or management; any material change in the present capitalization or dividend policy of the Corporation; any material change in the Corporation's business or corporate structure; any changes in the Corporation's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Corporation by any person; a class of securities of the Corporation being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Corporation becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any similar action. 5. INTEREST IN SECURITIES OF THE ISSUER. Pursuant to the LFC Stock Option, LFC has the remaining right to purchase up to 112,500 shares of Common Stock from the Corporation from June 30, 1997 through January 4, 2001 at an exercise price of $1.81 per share of Common Stock. As the directors of LFC, JML, RAL and RBP share the power to direct the vote or disposition of any shares of the Common Stock of the Corporation acquired by LFC pursuant to the LFC Stock Option or otherwise, as well as the 762,500 shares of the Corporation's Common Stock presently owned by LFC. Pursuant to the RBP Stock Option, RBP has the right to purchase up to 37,500 shares of Common Stock from the Corporation from June 30, 1997 through January 4, 2001 at an exercise price of $1.81 per share of Common Stock. RBP has the sole power to direct the vote or disposition of any shares of the Common Stock of the Corporation acquired by RBP pursuant to the RBP Stock Option or otherwise, as well as the 287,500 shares of Common Stock presently owned by RBP. LFC, JML and RAL disclaim any 9 beneficial ownership of shares of Common Stock presently owned by RBP or which may be acquired by RBP pursuant to the RBP Stock Option. RAL has the sole power to direct the vote or disposition of the 720 shares of Common Stock presently owned by RAL. LFC and RBP disclaim any beneficial ownership of shares of Common Stock presently owned by RAL. The 875,000 shares of Common Stock that LFC presently owns or has the right to acquire within sixty days of the date hereof, and as to which JML, RAL and RBP as officers and directors of LFC would have shared power to direct the vote or disposition, represents approximately 4.6% of that class of securities. The 325,000 shares of Common Stock that RBP presently owns or has the right to acquire within sixty days of the date hereof, and as to which RBP has or would have the sole power to direct the vote or disposition, represents approximately 1.7% of that class of securities. The 1,200,000 shares of Common Stock, presently owned by RBP or LFC or which RBP or LFC has the right to acquire within sixty days of the date hereof, and as to which RBP would have either sole or shared power to direct the vote or disposition, represent approximately 6.2% of that class of securities. The 720 shares of Common Stock presently owned by RAL, and as to which RAL has the sole power to direct the vote or disposition, represent a negligible percentage of that class of securities. The 875,720 shares of Common Stock, presently owned by RAL or LFC or which LFC has the right to acquire within sixty days of the date hereof, and as to which RAL would have either sole or shared power to direct the vote or disposition, represent approximately 4.6% of that class of securities. In each case, the calculation of the percentage of the class of Common Stock is based on the information set forth in the Corporation's Quarterly Report on Form 10-QSB that, as of February 11, 1997, 19,228,894 shares of Common Stock were outstanding. During the past sixty days, LFC, JML, RAL and RBP have not engaged in any transactions in the Corporation's Common Stock. 10 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 1, 1997 LIVIAKIS FINANCIAL COMMUNICATIONS, INC. By: /s/ John M. Liviakis --------------------------- John M. Liviakis, President /s/ John M. Liviakis ------------------------------- John M. Liviakis /s/ Renee A. Liviakis ------------------------------- Renee A. Liviakis /s/ Robert B. Prag ------------------------------- Robert B. Prag -----END PRIVACY-ENHANCED MESSAGE-----