As filed with the Securities and Exchange Commission on June 17, 1996
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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LANDEC CORPORATION
(Exact name of Registrant as specified in its charter)
California 94-3025618
(State of incorporation) (I.R.S. Employer Identification No.)
3603 Haven Avenue
Menlo Park, CA 94025-1010
(Address of principal executive offices)
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1995 Employee Stock Purchase Plan
1988 Incentive Stock Option Plan
1995 Directors' Stock Option Plan
(Full title of the Plans)
-----------------------
Gary T. Steele
President & Chief Executive Officer
LANDEC CORPORATION
3603 Haven Avenue
Menlo Park, CA 94025-1010
(415) 306-1650
(Name, address and telephone number, including area code, of agent for service)
-----------------------
Copy to:
Tae Hea Nahm
John V. Bautista
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 14 Pages
Exhibit Index on Page 8
(Calculation of Registration Fee on following page)
<PAGE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- ---------------------------------------------- ------------------ ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
1995 Employee Stock Purchase Plan
Common Stock,............................ 300,000 Shares $17.2125(2) $ 5,163,750.00 $1,780.60
1988 Stock Option Plan
Common Stock Issuable upon Exercise of
Outstanding Options...................... 1,193,236 Shares $ 1.25(3) $ 1,491,545.00 $ 514.33
Common Stock Reserved for Grant of
Additional Options....................... 302,989 Shares $20.25(4) $ 6,135,527.25 $2,115.70
1995 Directors' Stock Option Plan
Common Stock Issuable upon Exercise of
Outstanding Options...................... 40,000 Shares $14.17(3) $ 566,800.00 $ 195.45
Common Stock Reserved for Grant of
Additional Options....................... 160,000 Shares $20.25(4) $ 3,240,000.00 $1,117.24
TOTAL 1,996,225 Shares $ 8.31 $16,597,622.25 $5,723.32
-----
<FN>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Estimated in accordance with Rule 457(c) under the Securities Act of
1933 as Amended (the "Securities Act") solely for the purpose of
calculating the registration fee. The computation is based upon the
average of the high and low sale prices of the Common Stock as reported
on The Nasdaq National Market on June 12, 1996, multiplied by 85%,
which is the percentage of the trading purchase price applicable to
purchases under the referenced Plan.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. Computation based
on the weighted average per share exercise price (rounded to nearest
cent) of outstanding options under the referenced plan, the shares
issuable under which are registered hereby.
(4) Estimated in accordance with Rule 457(c) under the Securities Act
solely for the purpose of calculating the registration fee. The
computation with respect to unissued options is based upon the average
high and low sale prices of the Common Stock as reported on the Nasdaq
National Market on June 12, 1996.
</FN>
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Registrant's Prospectus filed on February 15, 1996 pursuant to
Rule 424(b) of the Securities Act. The Registrant's Prospectus contains audited
financial statements for the Registrant's fiscal year ended October 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended January 31, 1996 and April 30, 1996, filed on March 28, 1996 and June 14,
1996, respectively, pursuant to Section 13 of the Exchange Act.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") on
December 21, 1995, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the legality of the issuance of
the Common Stock registered hereby will be passed upon for the Registrant by
Venture Law Group, Menlo Park, California. As of the date of this Registration
Statement, certain members of Venture Law Group and investment partnerships of
which members of Venture Law Group are partners beneficially own 5,771 shares
and an option for 3,478 shares, respectively, of the Registrant's Common Stock
in the aggregate.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation reduces the liability of a
director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under California law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. Exemption from Registration Claimed. Not applicable.
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<PAGE>
Item 8. Exhibits.
Exhibit
Number
------
5.1 Opinion of Venture Law Group, a Professional Corporation.
23.1 Consent of Venture Law Group, a Professional Corporation.
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney (see p. 6).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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.
(2) 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
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 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, 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.
[Signature Pages Follow]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, LANDEC CORPORATION, a corporation organized and existing under the
laws of the State of California, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Menlo Park, State of
California, on this June 13, 1996.
LANDEC CORPORATION
By: /s/ Gary T. Steele
----------------------------------------------
Gary T. Steele
President & Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary T. Steele and Joy T. Fry, jointly
and severally, his or her attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933 as Amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gary T. Steele President, Chief Executive Officer and June 13, 1996
- ------------------------------------ Chairman of the Board of Directors
Gary T. Steele (Principal Executive Officer)
/s/ Joy T. Fry Vice President, Finance and Administration June 13, 1996
- ------------------------------------ and Chief Financial Officer (Principal
Joy T. Fry Financial and Accounting Officer)
/s/ Ray F. Stewart Vice President, Technology and Director June 13, 1996
- ------------------------------------
Ray F. Stewart, Ph.D.
/s/ Mitchell J. Blutt Director June 13, 1996
- ------------------------------------
Mitchell J. Blutt, M.D.
/s/ Stephen E. Halprin Director June 13, 1996
- ------------------------------------
Stephen E. Halprin
/s/ Kirby L. Cramer Director June 13, 1996
- ------------------------------------
Kirby L. Cramer
/s/ Richard S. Schneider Director June 13, 1996
- ------------------------------------
Richard S. Schneider, Ph.D.
/s/ Richard Dulude Director June 13, 1996
- ------------------------------------
Richard Dulude
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
LANDEC CORPORATION
June 17, 1996
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<PAGE>
INDEX TO EXHIBITS
Exhibit Page
Number No.
------ ----
5.1 Opinion of Venture Law Group, a Professional Corporation 9
----
23.1 Consent of Venture Law Group, a Professional Corporation 11
(included in Exhibit 5.1). ----
23.2 Consent of Ernst & Young LLP, Independent Auditors. 12
----
24.1 Powers of Attorney (see p.6). 14
----
-8-
EXHIBIT 5.1
OPINION OF COUNSEL
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<PAGE>
June 13, 1996
Landec Corporation
3603 Haven Avenue
Menlo Park, CA 94025-1010
Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about June 17, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 1,996,225 shares of your
Common Stock (the "Shares") reserved for issuance under the 1988 Stock Option
Plan, the 1995 Employee Stock Purchase Plan and the 1995 Directors' Stock Option
Plan (collectively, the "Plans"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the respective agreement which accompanies each
grant under the Plans, the Shares will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
/s/ Venture Law Group
THN
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EXHIBIT 23.1
CONSENT OF COUNSEL
(See Exhibit 5.1)
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
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<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1995 Employee Stock Purchase Plan, 1988 Incentive Stock
Option Plan and the 1995 Directors' Stock Option Plan of Landec Corporation of
our report dated December 1, 1995, except as to Note 10 as to which the date is
February 9, 1996, with respect to the consolidated financial statements and
schedule of Landec Corporation included in its Registration Statement on Form
S-1 (No.33-80733) filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Palo Alto, California
June 14, 1996
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EXHIBIT 24.1
POWERS OF ATTORNEY
(See page 6)
