As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------------
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)
------------------------
1996 Stock Option Plan
1996 Non-Executive 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)
------------------------
Copies to:
Tae Hea Nahm
VENTURE LAW GROUP
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 13 Pages
Exhibit Index on Page 7
------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
Proposed
Maximum Amount Maximum Proposed Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Fee
- ---------------------------------------------- ------------------ ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
1996 Stock Option Plan
Common Stock............................. 750,000 Shares $5.25 $3,937,500 $1,193.00
1996 Non-Executive Stock Option Plan
Common Stock............................. 750,000 Shares $5.25 $3,937,500 $1,193.00
====================================================================================================================
<FN>
(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 Rules 457(c) and 457(h) 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 10, 1997.
</FN>
====================================================================================================================
</TABLE>
<PAGE>
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 Annual Report on Form 10-K, filed on January 29, 1997
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and any amendments thereto. The Registrant's Annual Report
contains audited financial statements for the Registrant's fiscal years ended
October 31, 1996 and 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997, filed on March 14, 1997 pursuant to Section 13(a) 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 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.
-2-
<PAGE>
Item 8. Exhibits.
Exhibit
Number
------
5.1 Opinion of Venture Law Group, a Professional Corporation, as to
legality of securities being registered.
23.1 Consent of Venture Law Group, a Professional Corporation (included
in Exhibit 5.1 hereto).
23.2 Consent of Independent Auditors (see page 6).
24.1 Powers of Attorney (see page 5).
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 itself is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
[Signature Pages Follow]
-3-
<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
12, 1997.
LANDEC CORPORATION
By: /s/ Gary T. Steele
---------------------------
Gary T. Steele
President & Chief Executive
Officer
-4-
<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 11, 1997
- ------------------------------------ Chairman of the Board of Directors
Gary T. Steele (Principal Executive Officer)
/s/ Joy T. Fry Vice President, Finance and Administration June 11, 1997
- ------------------------------------ and Chief Financial Officer (Principal
Joy T. Fry Financial and Accounting Officer)
/s/ Ray F. Stewart Vice President, Technology and Director June 11, 1997
- ------------------------------------
Ray F. Stewart, Ph.D.
/s/ Stephen E. Halprin Director June 11, 1997
- ------------------------------------
Stephen E. Halprin
/s/ Kirby L. Cramer Director June 11, 1997
- ------------------------------------
Kirby L. Cramer
/s/ Richard S. Schneider Director June 11, 1997
- ------------------------------------
Richard S. Schneider, Ph.D.
/s/ Richard Dulude Director June 11, 1997
- ------------------------------------
Richard Dulude
/s/ Damion E. Wicker Director June 11, 1997
- ------------------------------------
Damion E. Wicker, M.D.
</TABLE>
-5-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
EXHIBITS
------------------------------------------------------
Registration Statement on Form S-8
LANDEC CORPORATION
June 12, 1997
-6-
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit
Number
------
<S> <C>
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 Independent Auditors.
24.1 Powers of Attorney (see p. 5).
</TABLE>
-7-
EXHIBIT 5.1
OPINION OF COUNSEL
-8-
<PAGE>
June 11, 1997
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 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission (the
"Commission") on or about June 12, 1997 in connection with the registration
under the Securities Act of 1933, as amended, of a total of 750,000 shares of
your Common Stock reserved for issuance under the 1996 Stock Option Plan and
750,000 shares of your Common Stock reserved for issuance under the 1996
Non-Executive Stock Option Plan (collectively the "Shares"). As your counsel in
connection with this transaction, 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.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
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 appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Sincerely,
VENTURE LAW GROUP
/s/ Venture Law Group
THN
-9-
EXHIBIT 23.1
CONSENT OF COUNSEL
(See Exhibit 5.1)
-10-
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-11-
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1996 Stock Option Plan and 1996
Non-Executive Stock Option Plan of Landec Corporation of our report dated
December 6, 1996, with respect to the consolidated financial statements and
schedule of Landec Corporation included and incorporated by reference in its
Annual Report (Form 10-K) for the year ended October 31, 1996 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Palo Alto, California
May 28, 1997
-12-
EXHIBIT 24.1
POWER OF ATTORNEY
(See page 5)
-13-
