Attached files
| file | filename |
|---|---|
| EX-10.1 - Limoneira CO | v195082_ex10-1.htm |
| EX-10.2 - Limoneira CO | v195082_ex10-2.htm |
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): August 24, 2010
Limoneira
Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34755
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77-0260692
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification
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of
incorporation)
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No.)
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1141
Cummings Road
Santa
Paula, CA 93060
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (805) 525-5541
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 Registrant’s
Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
On August 24, 2010, Limoneira Company
(the “Company”) entered into an amendment (the “Amendment”) to the Real Estate
Advisory Management Consultant Agreement (the “Consultant Agreement”) dated
April 1, 2004 by and between the Company and Parkstone Companies, Inc.
(“Parkstone”), a California corporation. The Consultant Agreement was
amended to (i) formalize and clarify certain duties and obligations related to
completion of the entitlement process phase for a master plan subdivision, (ii)
memorialize an increase in the monthly fee to $20,000 for Parkstone’s consultant
services, (iii) add the opportunity for Parkstone to earn a success fee (the
“Success Fee”) upon the annexation of the subject property by the City of Santa
Paula, California (the “Trigger Event”), and (iv) extend the term of the
Consultant Agreement until the occurrence of the Trigger Event, provided,
however, that either party may terminate the Consultant Agreement for any reason
by giving thirty (30) days prior written notice to the other party.
The Consultant Agreement requires
Parkstone to manage, organize and complete the entitlement process phase (the
“Project”) for an approximately 500 acre master plan subdivision located on land
commonly referred to as East Area One.
The Company also agreed to, as part of
the consideration for the services performed pursuant to the Consultant
Agreement, pay the Success Fee equal to the amount derived by multiplying (a) 4%
times (b) the Property Value reduced by the sum of (i) the
Base Land Value plus
(ii) Selling Costs plus
(iii) Capitalized Costs, as all such terms are defined in the Consultant
Agreement, as amended. The Success Fee is due and payable 120 days
following the earlier to occur of (a) the sale of all or any portion of the
subject property (which includes the Company’s entrance into an arm’s length
written agreement with any unrelated party pursuant to which such third party
makes a material investment in the subject property), (b) the determination of
an appraised value of the subject property or (c) the second anniversary of the
Trigger Event (each a “Success Fee Event”). The Success Fee, if any,
shall be paid in cash, shares of the Company’s common stock, or any combination
of the forgoing at the sole discretion of the Company. If the Success
Fee is paid in shares of common stock, the amount of common stock paid will be
determined using a price per share equal to the average of closing prices of the
common stock on the NASDAQ Global Market for the 20 trading days ending on the
last trading day prior to the earliest occurring Success Fee Event; provided,
however, that the price per share shall be no less than $16.00 per
share. Such shares of common stock will be issued in reliance on the
exemption for private offerings under Section 4(2) of the Securities Act of
1933, as amended, and will not involve a public offering, and will be made
without general solicitation or advertising.
The foregoing description of the
Amendment is not meant to be exhaustive and is qualified in its entirety by the
Consultant Agreement and the Amendment, copies of which are attached hereto as
Exhibits 10.1 and 10.2, respectively, and incorporated herein by
reference.
Section
3 Securities
and Trading Markets
Item
3.02 Unregistered
Sales of Equity Securities.
The
information set forth in Item 1.01 hereof is incorporated herein by
reference.
Section
9 Financial
Statements and Exhibits
Item
9.01 Financial Statements and
Exhibits.
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(d)
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Exhibits.
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10.1
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Real
Estate Advisory Management Consultant Agreement dated April 1, 2004, by
and between Limoneira Company and Parkstone Management
Services.
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10.2
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Amendment
No. 1 to Real Estate Advisory Management Consultant Agreement dated August
24, 2010, by and between Limoneira Company and Parkstone Management
Services.
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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.
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Date:
August 25, 2010
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LIMONEIRA
COMPANY
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By:
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/s/ Harold S. Edwards
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Harold
S. Edwards
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President and Chief Executive
Officer
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