Attached files
| file | filename |
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| EX-99.1 - LANDEC CORP \CA\ | v168121_ex99-1.htm |
| EX-10.25 - LANDEC CORP \CA\ | v168121_ex10-25.htm |
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): November 27, 2009
LANDEC
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
|
0-27446
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94-3025618
|
|
(Commission
file number)
|
(IRS
Employer Identification No.)
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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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
November 27, 2009, Landec Corporation (“Landec”) entered into an Amended and
Restated License, Supply and R&D Agreement with Monsanto Company
(“Monsanto”) (the “Amended Agreement”). Under the terms of the
Amended Agreement, Monsanto will continue to pay Landec Ag, LLC $2.6 million per
year for the two-year remaining term of the Amended Agreement in exchange for
(1) an exclusive right to use Landec’s Intellicoat® seed coating technology
worldwide during the remaining term for specific applications of seed treatments
as defined in the Amended Agreement, and (2) the right to purchase for $10
million any time during the remaining term the exclusive rights to the specific
applications for seed treatments licensed to Monsanto by Landec under the
Amended Agreement. If Monsanto does not exercise its purchase option
by December 1, 2011, Landec will receive a termination fee of $4 million and all
rights to the Intellicoat seed coating technology licensed to Monsanto will
revert back to Landec. If Monsanto exercises its purchase option,
Landec and Monsanto will enter into a new long-term supply agreement in which
Landec would be the exclusive supplier of Intellicoat polymer materials to
Monsanto.
The
foregoing is a summary of the terms of the Amended Agreement and does not
purport to be complete. It is qualified in its entirety by
reference to the full text of the Amended Agreement, a copy of which is attached
hereto as Exhibit 10.25.
Item
7.01 Regulation FD Disclosure
On
December 3, 2009, Landec issued a press release announcing that it had entered
into the Amended Agreement. The press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The
information in this Item 7.01 is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) or otherwise subject to the liabilities of that Section.
The information in this Item 7.01 shall not be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended or the Exchange Act,
except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01. Financial Statements and
Exhibits.
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(d)
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Exhibit.
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10.25
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Amended
and Restated License, Supply and R&D Agreement by and among Landec
Corporation, Landec Ag, LLC and Monsanto Company dated November 27, 2009
(the exhibits and schedules have been omitted pursuant to Item 601(b)(2)
of Regulation S-K and will be provided to the Securities and Exchange
Commission upon request).
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99.1
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Press
Release dated December 3, 2009.
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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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Registrant
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Date:
December 3, 2009
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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 Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.25
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Amended
and Restated License, Supply and R&D Agreement dated as of November
27, 2009 by and among Landec Corporation, Landec Ag, LLC and Monsanto
Company (the exhibits and schedules have been omitted pursuant to Item
601(b)(2) of Regulation S-K and will be provided to the Securities and
Exchange Commission upon request).
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99.1
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Press
Release by Landec Corporation dated December 3,
2009.
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