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): OCTOBER 25, 2001
LANDEC CORPORATION
(Exact name of registrant as specified in its charter)
0-27446
(Commission File Number)
CALIFORNIA 94-3025618
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
3603 HAVEN AVENUE, MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, with zip code)
(650) 306-1650
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
Pursuant to a Series B Preferred Stock Purchase Agreement (the "Purchase
Agreement") dated as of October 24, 2001, Landec Corporation (the "Registrant")
completed a private placement of 142,857 shares of Series B Preferred Stock,
$0.001 par value, (the "Series B Preferred Stock") to Seahawk Ranch Irrevocable
Trust of Foster City, California. Mr. Kenneth E. Jones, a director of Landec
Corporation, is one of the trustees of Seahawk Ranch Irrevocable Trust. The
Series B Preferred Stock is convertible into Common Stock at $3.50 per share.
The Series B Preferred Stock earns cumulative dividends payable in
additional shares of Series B Preferred Stock at an annual rate of eight percent
(8%) for the first two years, ten percent (10%) for the third year and twelve
percent (12%) thereafter. The Series B Preferred Stock may be redeemed by Landec
Corporation at any time for the original purchase price plus all accrued and
unpaid dividends.
One half of the Series B Preferred Stock is convertible into Common Stock
at the option of the holder after the six-month anniversary of the closing. All
of the Series B Preferred Stock is convertible into Common Stock at the option
of the holder after one-year from the closing. If the holder elects to convert
all or a portion the Series B Preferred Stock, then the Company has agreed to
use its best efforts to prepare and file with the Securities and Exchange
Commission a Registration Statement under the Securities Act covering the
converted Common Stock within ninety (90) days after the date the holder
notifies the Company of its intent to convert.
Item 7. FINANCIAL STATEMENTS AND EXHBITS
(c) Exhibits.
3.1 Certificate of Determination of Rights, Preferences and Privileges
of Series B Preferred Stock.
4.1 Series B Preferred Stock Purchase Agreement between the Registrant
and Seahawk Ranch Irrevocable Trust, dated as of October 24, 2001.
99.1 Press Release dated October 25, 2001.
* 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: October 25, 2001 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
----------- -------------
3.1 Certificate of Determination of Rights, Preferences and Privileges of Series B
Preferred Stock.
4.1 Series B Preferred Stock Purchase Agreement between the Registrant and Seahawk Ranch
Irrevocable Trust, dated as of October 24, 2001.
99.1 Press Release dated October 25, 2001.
* 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.