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Delaware
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94-3025618
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated
filer
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o
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Smaller reporting company
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o
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||
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Title of Securities
to be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price
Per Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration
Fee (3)
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||||||||||||
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Common
Stock, par value $0.001
|
1,900,000 | $ | 5.94 | $ | 11,286,000.00 | $ | 804.69 | |||||||||
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover an indeterminate
number of additional shares which may be offered and issued under the
Landec Corporation 2009 Stock Incentive Plan (the “Plan”) to prevent
dilution resulting from any stock dividend, stock split, recapitalization
or any other similar transaction.
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(2)
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Estimated
pursuant to Rules 457(h) and 457(c) under the Securities Act solely for
the purpose of calculating the registration fee of shares reserved for
future issuance under the Plan, based upon the average of the high and low
sales prices of the Registrant’s Common Stock on December 16,
2009 as reported on the NASDAQ Global Select
Market
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(3)
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Pursuant
to Rule 457(p) under the Securities Act, $10.09 of the registration fee is
offset by outstanding registration fees, previously paid by the Registrant
with respect to 12,475 unsold shares of Common Stock registered under the
Registration Statement on Form S-8 (No. 333-129895) filed on
November 22, 2005
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Exhibit
Number
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|
Description
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3.1*
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Certificate
of Incorporation of Registrant, incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated November
6, 2008
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|
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3.2*
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Amended
and Restated Bylaws of Registrant, incorporated herein by reference to
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated December
11, 2008
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|
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5.1
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Opinion
of Ropes & Gray LLP
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23.1
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Consent
of Ernst & Young LLP, Independent Registered Public
Accounting Firm
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23.2
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Consent
of Ropes & Gray LLP (included in Exhibit 5.1)
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24.1
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Power
of Attorney (included on the signature page of this Registration
Statement)
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99.1*
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Landec
Corporation 2009 Stock Incentive Plan, incorporated herein by reference to
Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, dated October
15, 2009
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1.
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The
undersigned Registrant hereby
undertakes:
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(a)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities
Act;
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(ii)
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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 a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective Registration Statement;
and
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(iii)
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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;
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(b)
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That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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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.
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2.
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide
offering thereof.
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3.
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Insofar
as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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LANDEC
CORPORATION
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By:
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/s/ Gregory S. Skinner
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Gregory
S. Skinner
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Chief
Financial Officer and
Vice
President of Finance
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Signature
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Title
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Date
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||
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/s/
Gary T. Steele
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President,
Chief Executive Officer, Chairman of the Board of
Directors
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December
22, 2009
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Gary
T. Steele
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and
Director (Principal Executive Officer)
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|||
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/s/
Gregory S. Skinner
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Chief
Financial Officer and Vice President, Finance
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December
22, 2009
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Gregory
S. Skinner
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(Principal
Financial Officer)
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|||
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/s/
Duke Bristow
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Director
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December
22, 2009
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Duke
Bristow
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||||
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/s/
Frederick Frank
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Director
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December
22, 2009
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|
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Frederick
Frank
|
||||
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/s/
Steven Goldby
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Director
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December
22, 2009
|
|
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Steven
Goldby
|
||||
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/s/
Stephen Halprin
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|
Director
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December
22, 2009
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|
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Stephen
Halprin
|
||||
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/s/
Dean Hollis
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|
Director
|
December
22, 2009
|
|
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Dean
Hollis
|
||||
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/s/Richard Schneider
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|
Director
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December
22, 2009
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|
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Richard
Schneider
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||||
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/s/Robert
Tobin
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|
Director
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December
22, 2009
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|
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Robert
Tobin
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||||
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/s/
Nicholas Tompkins
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|
Director
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December
22, 2009
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|
|
Nicholas
Tompkins
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Exhibit
Number
|
|
Description
|
|
3.1*
|
Certificate
of Incorporation of Registrant, incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated November
6, 2008
|
|
|
3.2*
|
Amended
and Restated Bylaws of Registrant, incorporated herein by reference to
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated December
11, 2008
|
|
|
5.1
|
|
Opinion
of Ropes & Gray LLP
|
|
23.1
|
|
Consent
of Ernst & Young LLP, Independent Registered
Public Accounting Firm
|
|
23.2
|
|
Consent
of Ropes & Gray (included in Exhibit
5.1)
|
|
24.1
|
|
Power
of Attorney (included on the signature page of this Registration
Statement)
|
|
99.1*
|
Landec
Corporation 2009 Stock Incentive Plan, incorporated herein by reference to
Exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated October
15, 2009
|