| April 9, 2007 |
Geoffrey
P. Leonard
(415)
315-6364
Geoffrey.Leonard@ropesgray.com
|
VIA
EDGAR
Ms.
Cecilia D. Blye, Chief
Office
of
Global Security Risk
United
States Securities and Exchange Commission
Division
of Corporate Finance
100
F.
Street, N.E.
Washington,
D.C. 20549
| Re: |
Landec
Corporation
Form
10-K for the fiscal year ended May 28, 2006
File
No. 0-27446
|
Dear
Ms.
Blye:
On
behalf
of Landec Corporation (“Landec or the “Company”), we are responding to the
staff’s letter dated March 30, 2007 relating to Landec’s Form 10-K for the
fiscal year ended May 28, 2006. For the staff’s convenience, we have
repeated the staff’s comments below in bold face type before each of our
responses.
General
|
1.
|
We
note that Exhibit C to the License and Research Development Agreement
filed as Exhibit 10.63 to your Form 10-K provides that you may grant
to Air Products & Chemicals, Inc., a license under trademarks for your
polymer technology registered by your eye care partner, Alcon, in
countries including Cuba and North Korea. Cuba and North Korea are
identified as state sponsors of terrorism by the State Department
and are
subject to U.S. economic sanctions and export control. Please describe
for
us any current, past and anticipated operations related to, and any
other
contacts with, those countries, including through subsidiaries, licensees
and other direct and indirect arrangements. Tell us whether, and
explain
the extent to which, their governments, or entities controlled by
them,
receive financing or act as intermediaries in connection with your
operations.
|
Response:
In
Section 2.6 of the License and Research and Development Agreement (the
“Agreement”) between the Company and Air Products and Chemicals, Inc. (“APD”),
the Company granted APD a worldwide license to use the INTELIMER trademark.
As
indicated in Exhibit C to the Agreement, Landec’s former business partner,
Alcon, had registered the INTELIMER trademark in a number of countries,
including Cuba and North Korea. The Company has subsequently learned from Alcon
that the trademark was registered in Cuba, but not registered in North
Korea.
Ms.
Cecilia D. Blye
April
9,
2007
Page
2
The
Company supplementally advises that it does not have and has not had any
operations relating to, or any other contacts with, Cuba or North Korea, whether
through its subsidiaries, licensees (including Alcon and APD) or other direct
or
indirect arrangements, and the Company does not anticipate having any such
operations or contacts in the future. The Company has also confirmed with APD,
as licensee under the Agreement, that APD does not sell and does not intend
to
sell any licensed products in Cuba or North Korea under the terms of the
Agreement. The Company supplementally advises that neither the governments
of
Cuba or North Korea, nor entities controlled by them, have received financing
or
acted as intermediaries in connection with any operations of the
Company.
|
2.
|
Discuss
the materiality to you of the operations and contacts described in
your
response to the foregoing comment, in light of the countries’ status as
state sponsors of terrorism. Please also discuss whether the operations
or
contacts constitute a material investment risk to your security holders.
|
Response:
As
noted
above, neither the Company nor its licensee under the Agreement has had any
contacts with or operations in North Korea or Cuba and has not derived any
revenues therefrom.
|
3.
|
Your
materiality analysis should address materiality in quantitative terms,
including the approximate dollar amount of any revenues, assets and
liabilities associated with Cuba and North Korea. Please also address
materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including
the
potential impact of corporate activities upon a company’s reputation and
share value.
|
We
note, for example, that Arizona and Louisiana have adopted legislation requiring
their state retirement systems to prepare reports regarding state pension fund
assets invested in, and/or permitting divestment of state pension fund assets
from, companies that do business with countries identified as state sponsors
of
terrorism. The Missouri Investment Trust has established an equity fund for
the
investment of certain state-held monies that screens out stocks of companies
that do business with U.S.-designated state sponsors of terrorism. We note
also
that the Pennsylvania legislature has adopted a resolution directing its
Legislative Budget and Finance Committee to report annually to the General
Assembly regarding state funds invested in companies that have ties to
terrorist-sponsoring countries. Florida requires issuers to disclose in their
prospectuses any business contacts with Cuba or persons located in Cuba. Your
materiality analysis should address the potential impact of the investor
sentiment evidenced by such actions concerning companies with operations
associated with Cuba and North Korea.
Response:
See
Responses 1 and 2 above.
Ms.
Cecilia D. Blye
April
9,
2007
Page
3
|
4.
|
Comment:
In connection with responding to our comments, please provide, in
writing,
a statement from the company acknowledging
that:
|
| · |
the
company is responsible for the adequacy and accuracy of the disclosure
in
their filings;
|
| · |
staff
comments or changes to disclosure in response to staff comments do
not
foreclose the Commission from taking any action with respect to the
filings; and
|
| · |
the
company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
Response:
Attached
to this response is a statement from the Company acknowledging those items
set
forth in this comment.
Ms.
Cecilia D. Blye
April
9,
2007
Page
4
Please
call the undersigned at (415) 315-6364 if you have any questions.
Very
truly yours,
/s/
Geoffrey P. Leonard
Geoffrey
P. Leonard
|
cc:
|
Gregory
S. Skinner
|
ACKNOWLEDGEMENT
The
undersigned, Greg Skinner, hereby acknowledges on behalf of Landec Corporation,
a California corporation (the “Company”),
that
in connection with responding to the comments of the Securities and Exchange
Commission (the “Commission”)
dated
March 30, 2007:
| 1. |
The
Company is responsible for the adequacy and accuracy of the disclosure
in
its filings with the Commission;
|
| 2. |
Staff
comments or changes to disclosure in response to staff comments
do not
foreclose the Commission from taking any action with respect
to the
filings; and
|
| 3. |
The
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities
laws of the United
States.
|
| LANDEC CORPORATION | |
| /s/ Gregory Skinner | |
| Gregory Skinner, Chief Financial Officer |