UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2015
LANDEC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
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0-27446 |
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94-3025618 |
3603 Haven Avenue, Menlo Park, California 94025
(Address of principal executive offices and zip code)
(650) 306-1650
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On February 5, 2015, Landec Corporation (the “Company”) announced that Gary T. Steele would delay his planned retirement as President, CEO and Chairman of the Board of the Company from May 31, 2015 until his successor is hired. Mr. Steele has agreed to remain on the Board of Directors after his retirement.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 99.1 – Press Release dated February 5, 2015
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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LANDEC CORPORATION |
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Date: February 5, 2015 |
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By: |
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/s/ Gregory S. Skinner |
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Gregory S. Skinner |
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Vice President of Finance and |
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Chief Financial Officer |
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Exhibit 99.1
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FOR IMMEDIATE RELEASE | |
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Contact Information: |
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At the Company: |
Investor Relations: | |
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Gregory S. Skinner |
Matt Glover or Michael Koehler | |
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Vice President Finance and CFO |
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(949) 574-3860 |
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(650) 261-3677 |
LNDC@liolios.com |
Landec CEO Retirement Date Delayed Beyond May 2015
MENLO PARK, Calif., February 5, 2015 – Landec Corporation (NASDAQ: LNDC) announced today that its Chairman and CEO, Gary T. Steele, has agreed to delay his retirement beyond May 31, 2015.
Steve Goldby, Landec’s lead independent director stated, “We are proceeding with a thorough and thoughtful process which is taking longer than originally anticipated, but we expect to have Landec’s new CEO in place by calendar year end. As a result, the Board has asked Gary, and Gary has agreed, to remain as Landec’s Chairman and CEO until his successor is hired. The Board very much appreciates that Gary is delaying his retirement until his successor is in place.”
As previously disclosed, after his retirement Mr. Steele has agreed to remain on the Board of Directors as a director, but not as Chairman.
About Landec Corporation
Landec Corporation is a company that leverages its proprietary polymer technologies, application development and innovation capabilities to develop and commercialize new products in food and biomaterials markets. Landec’s subsidiary, Apio, has become the leader in US fresh-cut specialty packaged vegetables sold in North America based on combining Landec’s proprietary food packaging technology and the strength of two major national brands, Eat Smart® and GreenLine®, with the capabilities of large scale processing and national distribution. Lifecore Biomedical, a subsidiary of Landec, is a premium supplier of hyaluronan-based materials and medical products to ophthalmic, orthopedic and veterinary markets worldwide. In addition, Lifecore Biomedical provides specialized aseptic fill and finish services in a cGMP validated manufacturing facility for supplying commercial, clinical and pre-clinical products. For more information about the Company, visit Landec’s website at www.landec.com.
Important Cautions Regarding Forward Looking Statements
Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially, including such factors among others, as the timing and expenses associated with operations, the ability to achieve acceptance of the Company's new products in the market place, weather conditions that can affect the supply and price of produce, the amount and timing of research and development funding and license fees from the Company's collaborative partners, the timing of regulatory approvals, the mix between domestic and international sales, and the risk factors listed in the Company’s Form 10-K for the fiscal year ended May 25, 2014 (See item 1A: Risk Factors) which may be updated in Part II, Item 1A Risk Factors in the Company’s Quarterly Reports on Form 10-Q. As a result of these and other factors, the Company expects to continue to experience significant fluctuations in quarterly operating results and there can be no assurance that the Company will remain consistently profitable. The Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new developments or otherwise.