As filed with the Securities and Exchange Commission on March 23, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Limoneira Company
(Exact name of registrant as specified in its Articles)
| Delaware (State or other jurisdiction of incorporation or organization) | 77-0260692 (I.R.S. Employer Identification No.) |
| 1141 Cummings Road Santa Paula, California (Address of Principal Executive Offices) | 93060 (Zip Code) |
Limoneira Company 2022 Omnibus Incentive Plan
(Full title of the plan)
Mark Palamountain
Chief Financial Officer and Secretary
Limoneira Company
1141 Cummings Road, Santa Paula, California 93060
(Name and address of agent for service)
(805) 525-5541
(Telephone number, including area code, of agent for service)
Copy to:
Alison LaBruyere, Esq.
Squire Patton Boggs (US) LLP
1201 W. Peachtree Street, NW, Suite 3150
Atlanta, GA 30309
(678) 272-3200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Items 1 & 2. Plan Information and Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Part I of this Form S-8 Registration Statement (the “Registration Statement”) will be sent or given to participants of the Limoneira Company 2022 Omnibus Incentive Plan (the “Plan”) of this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
All references to “we,” “us,” “our,” “Registrant,” “Company,” or “Limoneira” in this Registration Statement mean Limoneira Company, a Delaware corporation, and its wholly-owned subsidiaries.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Commission are hereby incorporated by reference in this Registration Statement:
| (a) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021, as filed with the Commission on January 10, 2022; |
| (c) | the Registrant’s Current Reports on Form 8-K (in each case other than those portions furnished under items 2.02, 7.01 or 9.01 of Form 8-K) filed with the Commission on January 14, 2022, January 26, 2022, February 4, 2022 and March 23, 2022; |
| (d) | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2022 as filed with the Commission on March 10, 2022; |
| (e) | the Registrant’s Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 as filed with the Commission on February 15, 2022; |
| (f) | all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the audited financial statements referred to in (a) above; and |
| (g) | any other documents required to be delivered to participants pursuant to Rule 428(b) under the Securities Act. |
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and shall be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, we are not incorporating by reference information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, nor in any document or information deemed to have been furnished and not filed in accordance with Commission rules.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
None.
| Item 6. | Indemnification of Directors and Officers. |
Section 102 of the Delaware General Corporation Law (“DGCL”) allows a corporation to eliminate or limit the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of the DGCL or obtained an improper personal benefit.
Section 145 of the DGCL provides for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons under circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Our certificate of incorporation and bylaws provide for indemnification of our officers, directors, employees and agents to the extent and under the circumstances permitted under the DGCL.
Our certificate of incorporation includes a provision that eliminates personal liability of directors, to the Corporation or its stockholders, for monetary damages for breach of fiduciary duty as a director, except for liability:
| · | for breach of duty of loyalty; |
| · | for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law; |
| · | under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock purchase or redemption); or |
| · | for transactions from which the director derived improper personal benefit. |
Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL. We are also expressly authorized to carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and officers.
The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders.
We have obtained directors’ and officers’ liability insurance, which insures against certain liabilities that the Company’s directors and officers and the Company’s subsidiaries’ directors and officers may, in such capacities, incur.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
The Index of Exhibits filed herewith and appearing immediately after the signature page to this registration statement is incorporated by reference in this Item 8.
| Item 9. | Undertakings. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those subparagraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Paula, State of California, on March 23, 2022.
| LIMONEIRA COMPANY | ||
| By: | /s/ Harold S. Edwards | |
| Harold S. Edwards, President and CEO | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the registrant on March 23, 2022 and in the capacities indicated.
| Signature | Title | ||
| /s/ | Harold S. Edwards | Director, President and Chief Executive Officer | |
| Harold S. Edwards | (Principal Executive Officer) | ||
| /s/ | Mark Palamountain | Chief Financial Officer, Treasurer and Corporate Secretary | |
| Mark Palamountain | (Principal Financial Officer) | ||
| * | Chairman of the Board of Directors | ||
| Gordon E. Kimball | |||
| * | Director | ||
| Elizabeth B. Chess | |||
| * | Director | ||
| Amy Fukutomi | |||
| * | Director | ||
| Jesus “Chuy” Loza | |||
| * | Director | ||
| John W.H. Merriman | |||
| * | Director | ||
| Elizabeth Mora | |||
| * | Director | ||
| Donald R. Rudkin | |||
| * | Director | ||
| Robert M. Sawyer | |||
| * | Director | ||
| Scott S. Slater | |||
| * | Director | ||
| Edgar A. Terry | |||
* The undersigned, by signing his name hereto, does hereby sign this report on behalf of each of the above-indicated directors of the registrant pursuant to the powers of attorney executed by such directors.
| By: | /s/ | Mark Palamountain | |
| Mark Palamountain, Attorney-in-fact | |||
INDEX OF EXHIBITS
