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): December 2, 1999
LANDEC CORPORATION
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
0-27446 94-3025618
(Commission file number) (IRS Employer Identification No.)
3603 Haven Avenue, Menlo Park, California 94025
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 306-1650
N/A
Former name or former address, if changed from last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 2, 1999, Landec Corporation (the "Registrant") acquired
Apio, Inc., a California corporation ("Apio"), by the statutory merger of Apio
with and into Bush Acquisition Corporation, a Delaware corporation ("BAC") and a
wholly owned subsidiary of the Registrant (the "Merger"). The Registrant also
acquired all of the outstanding shares and partnership interests of South Coast
Paper Company, Inc., Pacific West Produce Marketing, Inc., Cal Ex Trading
Company, and Apio Produce Sales (the "Related Entities"). Apio and the Related
Entities are marketers and packers of produce and specialty packaged fresh-cut
vegetables and are customers of the Registrant. The acquisitions were
accomplished pursuant to an Agreement and Plan of Merger and Purchase Agreement
(the "Agreement") dated as of November 29, 1999 among the Registrant, BAC, Apio,
the Related Entities and the stockholders and partners of the Related Entities
(the "Stockholders"). Upon the closing, the Registrant paid $8.9 million in cash
and issued 2,500,000 shares of the Registrant's common stock to the
Stockholders. In addition, the Agreement provides for future payments to the
Stockholders of up to $16.75 million, with $10.0 million of that amount based on
Apio achieving certain performance milestones.
Under the terms of the Agreement and a related Escrow Agreement,
401,667 shares of the Registrant's common stock issued in connection with the
Merger will be held in escrow for up to three years for the purpose of
indemnifying the Registrant against any damages that result from any breach
of the representations and warranties contained in the Agreement. The
Registrant also agreed to effect the registration of 833,333 of such shares
of the Registrant's common stock by March 31, 2000.
In connection with the acquisitions, the Registrant replaced a
portion of the existing bank debt of Apio and the Related Entities with a
$11.25 million term note and entered into a new $12 million line of credit
agreement with Bank of America.
The timing and amount of the consideration paid in connection with the
acquisitions was the result of arms-length negotiations between the
representatives of the Registrant and the Stockholders.
Item 5. OTHER EVENTS.
Pursuant to a Series A Preferred Stock Purchase Agreement (the
"Purchase Agreement") dated November 19, 1999, by and among the Registrant
and Frederick Frank, the Registrant completed a financing that raised
approximately $10.0 million, through a private placement of its Series A-1
Preferred Stock and Series A-2 Preferred Stock (the "Preferred Stock").
Pursuant to the Purchase Agreement, the Registrant issued 166,667 shares of
Preferred Stock of the Registrant at $60.00 per share (representing 1,666,670
shares of common stock on an as-converted basis). The Registrant agreed to
effect the registration of all of the common stock into which the Preferred
Stock is convertible by March 31, 2000.
Effective upon the closing of the Merger, Frederick Frank was
elected as a director of the Board of Directors of the Registrant and Ray
Stewart resigned as a director from the Board of Directors of the Registrant.
Item 7. FINANCIAL STATEMENTS AND EXHBITS
(a) Financial Statements of Business Acquired.
The financial statements required by Rule 3-05(b) of
Regulation S-X will be filed by the Registrant no later than sixty (60) days
from the date of this Report.
(b) Pro Forma Financial Information.
The financial statements required by Article 11 of Regulation
S-X will be filed by the Registrant no later than sixty (60) days from the date
of this Report.
(c) Exhibits.
2.1* Form of Agreement and Plan of Merger and Purchase
Agreement by and among the Registrant, Bush Acquisition Corporation, a
wholly-owned subsidiary of the Registrant, Apio, Inc., South Coast Paper
Company, Inc., Pacific West Produce Marketing, Inc., Cal Ex Trading Company,
Apio Produce Sales, and each of the respective shareholders of Apio, Inc.,
South Coast Paper Company, Inc., Pacific West Produce Marketing, Inc., and
Cal Ex Trading Company, and the constituent partners of Apio Produce Sales,
dated November 29, 1999.
4.1 Series A Preferred Stock Purchase Agreement between the
Registrant and Frederick Frank, dated as of November 19, 1999.
99.1 Press Release dated December 3, 1999.
* The Registrant hereby agrees to furnish to the Securities and Exchange
Commission supplementally, any schedules or exhibits to such agreement which
are not filed herewith, upon the request of the Securities and Exchange
Commission.
SIGNATURES
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, thereunto duly authorized.
LANDEC CORPORATION
Registrant
Date: December 17, 1999 By: /s/ Gregory S. Skinner
-------------------------
Gregory S. Skinner
Vice President of Finance and
Chief Financial Officer
LANDEC CORPORATION
INDEX TO EXHIBITS
Exhibit No. Exhibit Title
- ----------- -------------
2.1* Agreement and Plan of Merger and Purchase Agreement
by and among the Registrant, Bush Acquisition
Corporation, a wholly-owned subsidiary of the
Registrant, Apio, Inc., South Coast Paper Company,
Inc., Pacific West Produce Marketing, Inc., Cal Ex
Trading Company, Apio Produce Sales, and each of the
respective shareholders of Apio, Inc., South Coast
Paper Company, Inc., Pacific West Produce Marketing,
Inc., and Cal Ex Trading Company, and the constituent
partners of Apio Produce Sales, dated November 29,
1999.
4.1 Series A Preferred Stock Purchase Agreement between
the Registrant and Frederick Frank, dated as of
November 19, 1999.
99.1 Press Release dated December 3, 1999.
* The Registrant hereby agrees to furnish to the Securities and Exchange
Commission supplementally, any schedules or exhibits to such agreement which are
not filed herewith, upon the request of the Securities and Exchange Commission