Attached files
| file | filename |
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| EX-99.1 - LANDEC CORP \CA\ | v211833_ex99-1.htm |
| EX-10.1 - LANDEC CORP \CA\ | v211833_ex10-1.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): February 15, 2011
LANDEC
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
|
0-27446
(Commission file
number)
|
94-3025618
(IRS
Employer Identification No.)
|
3603
Haven Avenue, Menlo Park, California 94025
(Address
of principal executive offices and zip code)
(650) 306-1650
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed from last report)
Check the
appropriate box below if the Form 8-K filing 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))
On
February 16, 2011, Landec Corporation, a Delaware corporation (the
“Company”), announced that its wholly-owned subsidiary Apio, Inc., a Delaware
corporation (“Apio), entered into a share purchase agreement (the
“Purchase Agreement”) by and between Apio and Windset
Holdings 2010 Ltd., a Canadian corporation (“Windset”). Pursuant to
the Purchase Agreement, on February 15, 2011, Apio purchased $15 million of
senior preferred shares and $201 of common shares issued by Windset (the
“Purchased Shares”). The Purchased Shares represent an approximately
20% ownership interest in Windset and the senior preferred shares
yield a dividend of 7.5% annually. During the period of its
minority interest ownership in Windset, Apio will recognize quarterly
approximately 20% of the change in the fair value of Windset which
will include the impact of Apio’s share of Windset’s net income or loss for the
quarter. The Purchase Agreement includes a put and call option, which
can be activated on the sixth anniversary of the Purchase Agreement whereby Apio
can exercise the put to sell its shares to Windset, or Windset can exercise the
call to purchase the shares from Apio, in either case, at a price equal to 20%
of the then fair market value of Windset plus the purchase price of the
Purchased Shares.
Windset
is a privately held produce company headquartered in Vancouver,
Canada. Under an existing license agreement announced on July 13,
2010, Windset was granted an exclusive license to utilize Apio’s BreatheWay®
packaging technology for use with cucumbers, tomatoes and
peppers. Windset intends to use the proceeds from the sale of the
Purchased Shares together with proceeds raised by Windset from bank financings
to fund a project which will include the construction of greenhouses and the
purchase of certain real estate that is currently indirectly owned by Nick
Tompkins, a member of the Company’s Board of Directors.
The
foregoing description of the Purchase Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, reference to the Purchase
Agreement, a copy of which is attached hereto as Exhibit 10.1 and the terms of
which are incorporated herein by reference.
The full
text of the press release, dated February 16, 2011, announcing the
completion of the purchase of the Purchased Shares, is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference
herein.
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Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
No.
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Description
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10.1
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Share
Purchase Agreement, dated February 15, 2011, by and between Apio, Inc. and
Windset Holdings 2010 Ltd.
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99.1
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Press
Release of Landec Corporation, dated February 16,
2011
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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LANDEC
CORPORATION
Registrant
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|||
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Date:
February 18, 2011
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By:
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/s/ Gregory S. Skinner
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Gregory
S. Skinner
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Vice
President of Finance and
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Chief
Financial Officer
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Exhibit No.
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Description
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10.1
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Share
Purchase Agreement dated February 15, 2011 by and between Apio, Inc. and
Windset Holdings 2010 Ltd.
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99.1
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Press
Release of Landec Corporation dated February 16,
2011
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