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

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 (see General Instruction A.2. below):

[  ] 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))

Item 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on January 30, 2015, Royal Hawaiian Resources, Inc. (the “General Partner”), the Managing General Partner of Royal Hawaiian Orchards, L.P. (the “Partnership”), entered into a new employment agreement with Randolph Cabral, the Senior Vice President of the General Partner, superseding his prior agreement dated October 27, 2009. Pursuant to the new agreement, Mr. Cabral will remain with the General Partner in his current capacity until September 30, 2015. The new agreement does not change Mr. Cabral’s compensation or other benefits. Consistent with the terms of his prior agreement, upon termination on September 30, 2015, or if he is terminated without cause prior to that date, he will receive a payment equivalent to 18 months of base pay ($222,300), subject to IRS limitations at the time of termination.

Item 9.01.      Financial Statements and Exhibits

10.1     Employment Agreement, dated January 30, 2015, by and between the General Partner and Randolph H. Cabral

signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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