As filed with the Securities and Exchange Commission on May 11, 1998
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
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
(650) 306-1650
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Tae Hea Nahm
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Page 1 of 9 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
___________________________________________________
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Maximum Maximum Aggregate Amount of
Amount to be Offering Price Offering Registration
Title of Securities to be Registered Registered(1) Per Share(2) Price(2) Fee
- ------------------------------------------------------------------------------------------------------------
1996 STOCK OPTION PLAN
Additional Common Stock Reserved
for Grant of Options ............ 750,000 Shares $6.5625 $4,921,875 $1,451.95
1995 DIRECTORS' STOCK OPTION PLAN
Additional Common Stock Reserved
for Grant of Options ............ 200,000 Shares $6.5625 $1,312,500 $387.19
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
(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 May 7, 1998.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
-2-
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,
1998 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and any amendments thereto;
(b) All other reports filed pursuant to Section 13 (a) or 15(d) of the
Exchange Act since the end of fiscal year covered by the Company document
referred to in (a) above; and
(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 5,773 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 reduce 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.
-3-
Item 8. EXHIBITS.
See Exhibit Index on page 7.
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]
-4-
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 8th day of May, 1998.
LANDEC CORPORATION
By: /s/ Gary T. Steele
-----------------------------------
Gary T. Steele
President & Chief Executive Officer
-5-
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 attorney-in-facts and agents, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
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.
Signature Title Date
--------- ----- ----
/s/ Gary T. Steele President, Chief Executive Officer and May 8, 1998
- ------------------------------- Chairman of the Board of Directors
Gary T. Steele (Principal Executive Officer)
/s/ Joy T. Fry Vice President, Finance and Administration May 8, 1998
- ------------------------------- and Chief Financial Officer (Principal
Joy T. Fry Financial and Accounting Officer)
/s/ Ray F. Stewart Director May 8, 1998
- -------------------------------
Ray F. Stewart, Ph.D.
/s/ Stephen E. Halprin Director May 8, 1998
- -------------------------------
Stephen E. Halprin
/s/ Kirby L. Cramer Director May 8, 1998
- -------------------------------
Kirby L. Cramer
/s/ Richard S. Schneider Director May 8, 1998
- -------------------------------
Richard S. Schneider, Ph.D.
/s/ Richard Dulude Director May 8, 1998
- -------------------------------
Richard Dulude
/s/ Damion E. Wicker, M.D. Director May 8, 1998
- -------------------------------
Damion E. Wicker, M.D.
-6-
INDEX TO EXHIBITS
Exhibit Page
Number No.
- ------- ----
5.1 Opinion of Venture Law Group, a Professional Corporation. 8
23.1 Consent of Venture Law Group, a Professional Corporation 8
(included in Exhibit 5.1).
23.2 Consent of Independent Auditors. 9
24.1 Powers of Attorney 6
-7-
Exhibit 5.1
May 7, 1998
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") filed by you with the Securities and Exchange
Commission (the "COMMISSION") on or about May 7, 1998 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 200,000 shares of your Common Stock reserved for
issuance under the 1995 Directors' 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
-8-
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 750,000 shares for the 1996
Stock Option Plan and 200,000 shares for the 1995 Directors' Stock Option
Plan of Landec Corporation of our report dated December 10, 1997 with respect
to the consolidated financial statements and schedule of Landec Corporation
included in its Annual Report (Form 10-K) for the year ended October 31,
1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
San Francisco, California
May 5, 1998
-9-
