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 20, 1997
Landec Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
California
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-27446 94-3025618
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
3603 Haven Avenue, Menlo Park, California 94025
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 306-1650
---------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Reorganization by and among the
Registrant, Intellicoat Corporation, a Delaware corporation and subsidiary of
the Registrant ("Intellicoat"), Williams & Sun, Inc., an Indiana Corporation
("Williams & Sun") and Michael L. Williams, dated August 20, 1997 (the
"Reorganization Agreement") and a related Agreement of Merger and Articles of
Merger, Williams and Sun was merged with and into Intellicoat (the "Merger").
Williams & Sun is a direct marketer of specialty hybrid seed corn products. As a
result of the Merger, the separate existence of Williams & Sun has ceased and
Intellicoat continues as the surviving corporation. Intellicoat continues to
conduct direct marketing of specialty hybrid seed corn products with the assets
so acquired.
In connection with the Merger, the shareholders of Williams & Sun
received an aggregate of approximately $3.0 million in cash and approximately
1.4 million shares of Landec Common Stock. The majority shareholder of Williams
& Sun is also entitled to receive additional cash consideration from Intellicoat
depending on the future performance of the business acquired. The timing and
amount of the consideration paid in connection with the Merger was the result of
arms-length negotiations between representatives of the Registrant and Williams
& Sun.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Rule 3-05(b) of
Regulation S-X are expected to be filed by the Registrant within sixty (60) days
of the date of this Report.
(b) Pro Forma Financial Information.
The financial statements required by Article 11 of Regulation
S-X are expected to be filed by the Registrant within sixty (60) days of the
date of this Report.
(c) Exhibits.
2.1*+ Agreement and Plan of Reorganization by and among the
Registrant, Intellicoat, Williams & Sun and Michael L. Williams dated August 20,
1997.
2.2 Agreement of Merger by and between Intellicoat and
Williams & Sun dated September 30, 1997, as filed with the Secretaries of State
of the States of Delaware and Indiana.
2.3 Articles of Merger of Williams & Sun into Intellicoat
dated September 30, 1997, as filed with the Secretary of State of the State of
Indiana.
* Incorporated by reference to Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended July 31, 1997, as filed with the
Securities and Exchange Commission on September 15, 1997.
+ The Registrant hereby agrees to file with the Securities and
Exchange Commission, 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)
Dated: October 15, 1997 By: /s/ Joy T. Fry
--------------------------------
Joy T. Fry
Vice President of Finance and
Administration and
Chief Financial Officer
LANDEC CORPORATION
INDEX TO EXHIBITS
Exhibit No. Exhibit Title
- ----------- -------------
2.1*+ Agreement and Plan of Reorganization by and among the
Registrant, Intellicoat, Williams & Sun and Michael L.
Williams dated August 20, 1997.
2.2 Agreement of Merger by and between Intellicoat and Williams &
Sun dated September 30, 1997.
2.3 Articles of Merger of Williams & Sun into Intellicoat dated
September 30, 1997.
* Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended July 31, 1997, as filed with the Securities and
Exchange Commission on September 15, 1997.
+ The Registrant hereby agrees to file with the Securities and Exchange
Commission, any schedules or exhibits to such agreement which are not filed
herewith, upon the request of the Securities and Exchange Commission.