SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Landec Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
514766104
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(CUSIP Number)
Michael L. Williams, 306 N. Main Street, Monticello IN 47960, (219) 583-2900
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box __.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 514766104 Page 1 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael L. Williams
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
N/A (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO |_|
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
1,342,347
NUMBER OF
SHARES ----- ---------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ----- ---------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,342,347
WITH ----- ---------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,342,347
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%*
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14 TYPE OF REPORTING PERSON
IN
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* Calculated based on the 12,683,936 shares of the Issuer's Common Stock
outstanding as of October 7, 1997.
SCHEDULE 13D
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CUSIP No. 514766104 Page 2 of 6 Pages
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Item 1 - Security and Issuer
This statement on Schedule 13D relates to common stock, no par value
("Common Stock"), of Landec Corporation, a California corporation ("Landec" or
the "Issuer"). The principal executive office of the Issuer is at 3603 Haven
Avenue, Menlo Park, CA 94025.
Item 2 - Identity and Background
(a) The name of the person filing this statement is Michael L. Williams.
(b) The principal business address of Mr. Williams is 306 North Main
Street, Monticello, Indiana 47960.
(c) Mr. Williams is a Senior Vice President of Intellicoat Corporation, a
subsidiary of Landec. Intellicoat Corporation's principal place of business is
at 3603 Haven Avenue, Menlo Park, CA 94025, and its Fielder's Choice Hybrids
division is located at 306 North Main Street, Monticello, IN 47960.
(d) During the past five years, Mr. Williams has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Williams was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity subject to
Federal or State securities laws or finding any violations with respect to such
laws.
(f) Mr. Williams is a citizen of the U.S.A.
Item 3 - Source and Amount of Funds or Other Consideration
Pursuant to an Agreement and Plan of Reorganization dated August 21, 1997
(the "Reorganization Agreement"), among Landec, Intellicoat Corporation (a
subsidiary of Landec), Williams & Sun, Inc. (d/b/a Fielder's Choice Hybrids)
("Fielder's Choice"), and Mr. Williams, Intellicoat Corporation acquired
Fielder's Choice and the shareholders of Fielder's Choice surrendered their
Fielder's Choice shares and received shares of Common Stock of Landec and cash
in return. The acquisition was consummated on September 30, 1997. Mr. Williams,
who was the majority shareholder of Fielder's Choice, exchanged his entire stock
holding in Fielder's Choice for 1,342,347 shares of Landec Common Stock and
$2,527,037.25 in cash. The foregoing summary of the merger is qualified in its
entirety by reference to the copy of the Reorganization Agreement included as
Exhibit 1 to this Schedule 13D and incorporated herein in its entirety by
reference.
Item 4 - Purpose of Transaction
The principal purpose of the acquisition of Shares in the Issuer by Mr.
Williams pursuant to the Reorganization Agreement was investment. Mr. Williams
does not have any plans or proposals which relate to or would result in:
(a) The acquisition of additional securities of the Issuer, or the
disposition of any securities of the Issuer, other than sales, from
time to time, of the Common Stock of the Issuer in accordance with
the Securities Act of 1933, as amended (the "Securities Act");
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, nor any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) A material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Any change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in the
interdealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5 - Interest in Securities of the Issuer
(a)-(b). As a result of the merger, Mr. Williams owns 1,342,347 shares of
Common Stock of Landec. Such Common Stock constitutes approximately 10.6% of the
issued and outstanding shares of Landec Common Stock (calculated based on the
12,683,936 shares of Landec Common Stock outstanding as of October 7, 1997). Mr.
Williams has sole voting and dispositive power over the 1,342,347 shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6 - Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 3 for a description of the Reorganization Agreement. The
Reorganization Agreement includes a cash earn-out payable to Mr. Williams based
on future performance of the Fielder's Choice division of Intellicoat
Corporation.
Item 7 - Material to be Filed as Exhibits
The Following document is filed as an exhibit:
Exhibit 1. Agreement and Plan of Reorganization dated August 21, 1997,
among Landec, Intellicoat Corporation, Williams & Sun, Inc., and Michael L.
Williams. Such exhibit is incorporated by reference to Exhibit 2.1 to the
Quarterly Report on Form 10-Q for the Fiscal Quarter ended July 31, 1997, filed
by Landec with the Securities and Exchange Commission on September 15, 1997.
SCHEDULE 13D
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CUSIP No. 514766104 Page 5 of 6 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 9, 1997 /s/ Michael L. Williams
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Michael L. Williams
Senior Vice President,
Intellicoat Corporation
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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CUSIP No. 514766104 Page 6 of 6 Pages
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
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1 Agreement and Plan of Reorganization dated August 21, 1997, among
Landec, Intellicoat Corporation, Williams & Sun, Inc., and Michael L.
Williams*
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* Incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q
for the Fiscal Quarter ended July 31, 1997, filed by Landec with the Securities
and Exchange Commission on September 15, 1997.
