UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 13, 2007
ML Macadamia Orchards, L.P.
(Exact name of registrant as specified in its charter)
Delaware | | 1-9145 | | 99-0248088 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
26-238 Hawaii Belt Road, Hilo, Hawaii | | 96720 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 808-969-8057
N/A
(Former name or former address, if changed since 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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02. Termination of Material Definitive Agreement
As announced by ML Macadamia Orchards, L. P. in a press release on December 13, 2007, the Partnership has terminated its efforts to acquire the operating assets of MacFarms of Hawaii, LLC. The parties have mutually agreed to a cancellation agreement.
EXHIBIT INDEX
Exhibits
10.59 Termination of Acquisition Agreement between ML Macadamia Orchards, L. P. and MacFarms of Hawaii, LLC and Kapua Orchard Estates, LLC, signed December 13, 2007.
99.1 Press Release “ML Macadamia Orchards and Mac Farms Terminate Acquisition Agreement”
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.
| ML Macadamia Orchards, L.P. |
| (Registrant) |
| |
Date: December 13, 2007 | |
| |
| By: | ML Resources, Inc. |
| Managing General Partner |
| |
| By: | /s/ Dennis J. Simonis |
| Dennis J. Simonis |
| President and Chief Executive Officer |
2
