-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T3jRijjR519Nwod/Yi7zPtnH4oKkMFaH71a99Kri/CQdQxRZkcqid4C8RynUy/15 8mqHSuc/b91tEEbdogWHEA== 0000950005-98-000047.txt : 19980202 0000950005-98-000047.hdr.sgml : 19980202 ACCESSION NUMBER: 0000950005-98-000047 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970828 ITEM INFORMATION: FILED AS OF DATE: 19980130 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDEC CORP \CA\ CENTRAL INDEX KEY: 0001005286 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 943025618 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-27446 FILM NUMBER: 98518693 BUSINESS ADDRESS: STREET 1: 3603 HAVEN AVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4152613697 MAIL ADDRESS: STREET 1: 3603 HAVEN AVE CITY: MINLO PARK STATE: CA ZIP: 94025 8-K/A 1 FORM 8-K/A-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 1997 LANDEC CORPORATION (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation or organization) 0-27446 94-3025618 (Commission file number) (IRS Employer Identification No.) 3603 Haven Avenue, Menlo Park, California 94025 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 306-1650 N/A (Former name or former address, if changed from last report) -1- The undersigned Registrant hereby amends the following items from the Current Report on Form 8-K filed on September 12, 1997, as amended by the Current Report on Form 8-K/A-1 filed on November 7, 1997. The Registrant is amending Item 7 to include certain pro forma financial information associated therewith. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Acquired Business Not applicable (b) Pro Forma Financial Information The following pages 3 through 9 contain (1) the unaudited pro forma condensed consolidated balance sheet as of July 31, 1997, and the notes thereto and (2) the unaudited pro forma condensed consolidated statement of operations for the nine months ended July 31, 1997 and for the year ended October 31, 1996 and the notes thereto. (c) Exhibits 10.18 *Asset Purchase Agreement between Bissell Healthcare Corporation and Landec Corporation, dated August 28, 1997. 10.19 *Technology License Agreement between Bissell Healthcare Corporation and Landec Corporation, dated August 28, 1997. 10.20 *Supply Agreement between Bissell Healthcare Corporation and Landec Corporation, dated August 28, 1997. - ------------------------------ * Confidential treatment requested. -2- LANDEC CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma condensed consolidated financial information comprised of a pro forma condensed consolidated balance sheet, pro forma condensed consolidated statement of operations, and explanatory notes (collectively, "the Pro Forma Financial Information") were prepared to give effect to the sale by Landec Corporation ("Landec" or the "Company") of certain assets associated with the Registrant's QuickCast(TM) line of business(the "Business") to Bissell Healthcare Corporation ("Bissell"). The sale has been accounted for as a disposal of a segment. The pro forma condensed consolidated balance sheet as of July 31, 1997, assumes that the sale occurred on July 31, 1997. The pro forma condensed consolidated statement of operations for the nine months ended July 31, 1997, and for the fiscal year ended October 31, 1996 assumes that the sale occurred on November 1, 1995, except that the non-recurring gain on the transaction has been omitted. The Pro Forma Financial Information do not purport to represent what Landec's financial position or results of operations would have been if the sale in fact had occurred on that date or at the beginning of the periods indicated or to project Landec's financial position or results of operations for any future date or period. The pro forma adjustments are based upon available information and upon certain assumptions as described in Note 1 to the Pro Forma Financial Information that Landec believes are reasonable under the circumstances. The Pro Forma Financial Information should be read in conjunction with the historical consolidated financial statements, including the notes thereto. The historical consolidated financial statements of Landec are included in its Quarterly Report on Form 10-Q for the period ended July 31, 1997, as filed with the Securities and Exchange Commission on September 15, 1997 and in its Annual Report on Form 10-K for the fiscal year ended October 31, 1996, as filed with the Securities and Exchange Commission on January 29, 1997. -3- LANDEC CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET July 31, 1997 (in thousands)
Pro Forma Adjusted Pro Historical Adjustments Forma -------------- --------------- -------------- Assets Current Assets: Cash and cash equivalents $ 7,740 $ 950 (a) $ 8,690 (158)(b) (158) Short-term investments 11,280 -- 11,280 Restricted investment 8,837 -- 8,837 Accounts receivable, net 2,318 -- 2,318 Inventory 2,125 (215)(c) 1,910 Prepaid expenses and other current assets 567 (236)(d) 331 -------- ------------ --------- Total Current Assets 32,867 341 33,208 Property and equipment, net 4,078 (177)(e) 3,901 Intangible assets 6,916 -- 6,916 Other assets 202 (15)(d) 187 -------- ------------ --------- $ 44,063 $ 149 $ 44,212 ======== ============ ========= Liabilities and Stockholders' Equity Current Liabilities: Accounts Payable $ 1,079 -- $ 1,079 Accrued compensation 441 -- 441 Other accrued liabilities 694 238 (f) 932 Payable related to acquisition of Dock Resins 9,105 -- 9,105 Current portion of long term debt 292 (116)(b) 176 Deferred revenue 104 -- 104 -------- ------------ --------- Total Current Liabilities 11,715 122 11,837 Non-current portion of long term debt 129 (43)(b) 86 Deferred compensation 135 -- 135 Stockholders' Equity: Common stock 70,490 -- 70,490 Notes receivable from shareholders (13) -- (13) Deferred compensation (226) -- (226) Accumulated deficit (38,167) 70 (g) (38,097) -------- ------------ --------- Total Stockholders' Equity 32,084 70 32,154 -------- ------------ --------- $ 44,063 $ 149 $ 44,212 ======== ============ ========= See accompanying notes.
-4- LANDEC CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET July 31, 1997 1. BASIS OF PRESENTATION The unaudited pro forma condensed consolidated balance sheet information has been prepared by reflecting the historical consolidated balance sheet of Landec at July 31, 1997 and gives effect to the pro forma adjustments as described in the notes below. (a) The pro forma adjustment reflects the cash proceeds received from Bissell for the sale of Landec's QuickCast line of business. The Company has accounted for this sale as a disposal of a segment. (b) The pro forma adjustment reflects the portion of the Company's capital lease obligations associated with the QuickCast business line which was extinguished early so that the equipment could be sold to Bissell lien free. (c) The pro forma adjustment reflects the net book value of QuickCast inventory sold to Bissell. (d) The pro forma adjustment reflects the operating losses from the measurement date of June 12, 1997 (the date management adopted a plan to dispose of the QuickCast business line) through July 31, 1997 and direct costs incurred as of July 31, 1997. The losses were recorded as an asset as of July 31, 1997, in accordance with generally accepted accounting principles which specifies that operating losses should be deferred until the disposal date if the sale of a business line will result in a net gain(gain on disposal less loss from operations). (e) The pro forma adjustment reflects the net book value of the QuickCast equipment sold to Bissell. (f) The pro forma adjustment reflects the estimated operating loss incurred from August 1, 1997 to the close date of August 28, 1997 and the estimated other liabilities incurred resulting from the sale of the QuickCast line of business. The other liabilities primarily include legal, accounting, severance, and miscellaneous costs. (g) The pro forma adjustment reflects the gain on the sale of the QuickCast line of business. This amount will be recorded as a gain from discontinued operations for the quarter ending October 31, 1997. This gain is reflected in the unaudited pro forma condensed consolidated balance sheet but not in the unaudited pro forma condensed consolidated statement of operations due to its unusual, non-recurring nature. -5- LANDEC CORPORATION UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS Nine Months Ended July 31, 1997 (in thousands, except per share amounts) Pro Forma Adjusted Pro Historical Adjustments Forma -------- ----------- --------- Revenues: Product sales $ 5,076 $ (240)(a) $ 4,836 License fees -- -- -- Research and development revenues 671 -- 671 -------- ----------- --------- Total revenues 5,747 (240) 5,507 Operating costs and expenses Cost of product sales 3,731 (462)(a) 3,269 Research and development 3,316 (12)(a) 3,304 Selling, general and administrative 3,715 (822)(a) 2,893 Purchase of in process research and development 3,022 -- 3,022 -------- ----------- --------- Total operating costs and expenses 13,784 (1,296) 12,488 -------- ----------- --------- Operating (loss) (8,037) (1,056) (6,981) Interest income 1,353 (1)(a) 1,352 Interest expense (197) 18 (a) (179) -------- ----------- --------- Net (loss) $ (6,881) (1,073) $ (5,808) ======== =========== ========= Net (loss) per share $ (0.63) $ (0.53) ======== ========= Shares used in calculating per share information 10,938 10,938 ======== ========= See accompanying notes. -6- LANDEC CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS July 31, 1997 The unaudited pro forma condensed combined statement of operations information has been prepared by reflecting the historical consolidated statement of operations of Landec for the nine months ended July 31, 1997 and gives effect to the pro forma adjustment as described in the notes below. (a) The pro forma adjustment represents the operating activity for the QuickCast line of business from November 1, 1996 to June 12, 1997 (the measurement date). -7- LANDEC CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Twelve Months Ended October 31, 1996 (In thousands, except per share amounts) Pro Forma Adjusted Pro Historical Adjustments Forma ---------- ----------- ------- Revenues: Product sales $ 755 $ (384)(a) $ 371 License fees 600 -- 600 Research and development revenues 1,096 -- 1,096 ------- ---------- ------- Total revenues 2,451 (384) 2,067 ------- ---------- ------- Operating costs and expenses Cost of product sales 1,004 (582)(a) 422 Research and development 3,808 (221)(a) 3,587 Selling, general and administrative 3,288 (920)(a) 2,368 ------- ---------- ------- Total operating costs and expenses 8,100 (1,723) 6,377 ------- ---------- ------- Operating (loss) (5,649) (1,339) (4,310) Interest income 1,548 (1)(a) 1,547 Interest expense (99) 40 (a) (59) ------- ---------- ------- Net (loss) $(4,200) $(1,378) $(2,822) ======= ========== ======= Net (loss) per share $ (0.55) $ (0.37) ======= ======= Shares used in calculating per share information 7,699 7,699 ======= ======= See accompanying notes. -8- LANDEC CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS October 31, 1996 The unaudited pro forma condensed combined statement of operations information has been prepared by reflecting the historical consolidated statement of operations of Landec for the fiscal year ended October 31, 1996 and gives effect to the pro forma adjustments as described in the notes below. (a) The pro forma adjustment represents the operating activity for the QuickCast line of business. -9- SIGNATURES 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, thereunto duly authorized. LANDEC CORPORATION Registrant Date: November 11, 1997 By: /s/ Joy T. Fry ---------------------------------- Joy T. Fry Vice President of Finance and Administration and Chief Financial Officer -10- -----END PRIVACY-ENHANCED MESSAGE-----