0001193125-20-055194.txt : 20200228 0001193125-20-055194.hdr.sgml : 20200228 20200228114532 ACCESSION NUMBER: 0001193125-20-055194 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200228 DATE AS OF CHANGE: 20200228 GROUP MEMBERS: J.R. SIMPLOT CO GROUP MEMBERS: JRS MANAGEMENT L.L.C. GROUP MEMBERS: JRS PROPERTIES III LLLP GROUP MEMBERS: SCOTT R. SIMPLOT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SemiLEDs Corp CENTRAL INDEX KEY: 0001333822 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 202735523 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85985 FILM NUMBER: 20667133 BUSINESS ADDRESS: STREET 1: 3F, NO. 11 KE JUNG RD., CHU-NAN SITE STREET 2: HSINCHU SCIENCE PARK, MIAO-LI COUNTY CITY: CHU-NAN STATE: F5 ZIP: 350 BUSINESS PHONE: 886-37-586788 MAIL ADDRESS: STREET 1: 3F, NO. 11 KE JUNG RD., CHU-NAN SITE STREET 2: HSINCHU SCIENCE PARK, MIAO-LI COUNTY CITY: CHU-NAN STATE: F5 ZIP: 350 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Simplot Taiwan Inc. CENTRAL INDEX KEY: 0001506779 IRS NUMBER: 000000000 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 999 MAIN STREET, SUITE 1300 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 208-336-2110 MAIL ADDRESS: STREET 1: 999 MAIN STREET, SUITE 1300 CITY: BOISE STATE: ID ZIP: 83702 SC 13D 1 d881082dsc13d.htm SC 13D SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

SemiLEDs Corporation

(Name of Issuer)

Common Stock, par value $0.0000056

(Title of Class of Securities)

816645105

(CUSIP Number)

James B. Alderman

1099 West Front Street

Boise, Idaho 83702

(208) 780-7316

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

November 25, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐

(Continued on following pages)

 

 

 


CUSIP No. 816645105

 

  1.    

  NAMES OF REPORTING PERSONS:

 

  Simplot Taiwan Inc.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

 

  3.  

  SEC USE ONLY:

 

  4.  

  SOURCE OF FUNDS (See Instructions):

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Idaho

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER:

 

  0 shares

     8.   

  SHARED VOTING POWER:

 

  989,9341 shares

     9.   

  SOLE DISPOSITIVE POWER:

 

  0 shares

   10.   

  SHARED DISPOSITIVE POWER:

 

  1,489,9341 shares

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

  1,489,9341 shares

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  36.4%2

14.  

  TYPE OF REPORTING PERSON (See Instructions):

 

  CO

 

1 

Consists of (i) 989,934 shares of Common Stock (“Shares”) held of record by Simplot Taiwan Inc., a wholly-owned subsidiary of J.R. Simplot Company, and (ii) 500,000 Shares that may be deemed to be beneficially owned by Simplot Taiwan Inc. by virtue of a convertible promissory note that is convertible into Shares at any time (the “Note”).

2 

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) the sum of (i) 3,594,015 Shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019; plus (ii) 500,000 Shares into which the Note may be converted.


CUSIP No. 816645105

 

  1.    

  NAMES OF REPORTING PERSONS:

 

  J.R. Simplot Company

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

 

  3.  

  SEC USE ONLY:

 

  4.  

  SOURCE OF FUNDS (See Instructions):

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER:

 

  0 shares

     8.   

  SHARED VOTING POWER:

 

  1,489,9343 shares

     9.   

  SOLE DISPOSITIVE POWER:

 

  0 shares

   10.   

  SHARED DISPOSITIVE POWER:

 

  1,489,9343 shares

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

  1,489,9343 shares

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  36.4%4

14.  

  TYPE OF REPORTING PERSON (See Instructions):

 

  CO

 

3 

Consists of (i) 989,934 Shares held of record by Simplot Taiwan Inc., a wholly-owned subsidiary of J.R. Simplot Company, and (ii) 500,000 Shares that may be deemed to be beneficially owned by Simplot Taiwan Inc. by virtue of the Note.

4 

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) the sum of (i) 3,594,015 Shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019; plus (ii) 500,000 Shares into which the Note may be converted.


CUSIP No. 816645105

 

  1.    

  NAMES OF REPORTING PERSONS:

 

  JRS Properties III LLLP

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

 

  3.  

  SEC USE ONLY:

 

  4.  

  SOURCE OF FUNDS (See Instructions):

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Idaho

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER:

 

  0 shares

     8.   

  SHARED VOTING POWER:

 

  31,0365 shares

     9.   

  SOLE DISPOSITIVE POWER:

 

  0 shares

   10.   

  SHARED DISPOSITIVE POWER:

 

  31,0365 shares

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

  31,0365 shares

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  0.9%6

14.  

  TYPE OF REPORTING PERSON (See Instructions):

 

  PN

 

5 

Consists of 31,036 Shares held of record by JRS Properties III LLLP.

6 

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) 3,594,015 shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019.


CUSIP No. 816645105

 

  1.    

  NAMES OF REPORTING PERSONS:

 

  JRS Management L.L.C.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

 

  3.  

  SEC USE ONLY:

 

  4.  

  SOURCE OF FUNDS (See Instructions):

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Idaho

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER:

 

  0 shares

     8.   

  SHARED VOTING POWER:

 

  31,0367 shares

     9.   

  SOLE DISPOSITIVE POWER:

 

  0 shares

   10.   

  SHARED DISPOSITIVE POWER:

 

  31,0367 shares

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

  31,0367 shares

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  0.9%8

14.  

  TYPE OF REPORTING PERSON (See Instructions):

 

  HC

 

7 

Consists of 31,036 Shares held of record by JRS Properties III LLLP. JRS Management L.L.C. is the general partner of JRS Properties III LLLP.

8 

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 11, by (b) 3,594,015 shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019.


CUSIP No. 816645105

 

  1.    

  NAMES OF REPORTING PERSONS:

 

  Scott R. Simplot

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):

  a.  ☐        b.  ☐

 

  3.  

  SEC USE ONLY:

 

  4.  

  SOURCE OF FUNDS (See Instructions):

 

  OO

  5.  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6.  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Idaho

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.     

  SOLE VOTING POWER:

 

  0 shares

     8.   

  SHARED VOTING POWER:

 

  1,520,9709 shares

     9.   

  SOLE DISPOSITIVE POWER:

 

  0 shares

   10.   

  SHARED DISPOSITIVE POWER:

 

  1,520,9709 shares

11.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

  1,520,9709 shares

12.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  37.2%10

14.  

  TYPE OF REPORTING PERSON (See Instructions):

 

  IN

 

9 

Consists of (i) 989,934 shares held of record by Simplot Taiwan Inc. (ii) 500,000 shares that may be deemed to be beneficially owned by Simplot Taiwan Inc. by virtue of the Note, and (iii) 31,036 Shares held of record by JRS Properties III LLLP. Mr. Simplot is the chairman of J.R. Simplot Company and a manager of JRS Management, L.L.C. Mr. Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

10 

Based on the quotient obtained by dividing (a) the aggregate number of Shares beneficially owned by the Reporting Persons as set forth in Row 9, by (b) the sum of (i) 3,594,015 shares outstanding as of November 13, 2019, as reported in the issuer’s Annual Report on Form 10-K filed November 20, 2019; plus (ii) 500,000 shares into which the Note may be converted.


CUSIP No. 816645105

 

ITEM 1.

SECURITY AND ISSUER

This Schedule 13D relates to the Common Stock, par value $0.0000056 per share (the “Common Stock”), of SemiLEDS Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3F, No. 11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C.

 

ITEM 2.

IDENTITY AND BACKGROUND

 

(a)

This Schedule 13D is being jointly filed by:

 

   

Simplot Taiwan Inc., an Idaho corporation (“Simplot Taiwan”);

 

   

J.R. Simplot Company, a Nevada corporation (“Simplot Company”), which owns 100% of the common stock of Simplot Taiwan;

 

   

JRS Properties III LLLP, an Idaho limited liability limited partnership (“JRS Properties”);

 

   

JRS Management, L.L.C., an Idaho limited liability company (“JRS Management”); and

 

   

Scott R. Simplot (“Mr. Simplot”), the chairman of Simplot Company and a manager of JRS Management.

The Reporting Persons entered into a Joint Filing Agreement dated February 28, 2020, a copy of which is attached hereto as Exhibit 99.1.

 

(b)

The address of the principal office of each of the Reporting Persons is 1099 West Front Street, Boise, Idaho 83702.

 

(c)

Each Reporting Person is engaged in the food and agribusiness industry as its principal business. The principal occupation of Mr. Simplot is serving as chairman of Simplot Company.

 

(d)-(e)

None of the Reporting Persons have, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On November 25, 2019, Simplot Company purchased a Convertible Unsecured Promissory Note (the “Note”) in the principal amount of $1,500,000, from the Issuer. The Note is convertible into Common Stock at any time at a conversion price of $3.00 per share. Accordingly, Simplot Company may be deemed to beneficially own the shares of Common Stock into which the Note is convertible. The Note was purchased with funds of Simplot Company held for investment purposes. On February 7, 2020, Simplot Company assigned the Note to Simplot Taiwan for no consideration.

Previously, Simplot Taiwan and JRS Properties received shares of Common Stock via conversion of their shares of Preferred Stock in the Issuer upon the effectiveness of the Issuer’s Registration Statement on Form S-1 filed on December 8, 2010. Such shares of Preferred Stock were purchased with funds of Simplot Taiwan and JRS Properties held for investment purposes.

 

ITEM 4.

PURPOSE OF TRANSACTION

Simplot Company purchased the Note for investment purposes. Simplot Taiwan obtained the Note from Simplot Company for investment purposes. At this time, none of the Reporting Persons has any current plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, except as Mr. Simplot may be expected to consider in the course of his service on the Board of Directors of the Issuer.

The Reporting Persons reserve the right to change their plans and intentions with respect to the Issuer and may, from time to time, formulate other purposes, plans or proposals regarding the Issuer or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the agreements referenced herein.


CUSIP No. 816645105

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

 

(a)-(b)

Simplot Taiwan is the beneficial owner of 1,489,934 shares of Common Stock, equal to 36.4% of the Common Stock, as calculated on the part of the cover page for Simplot Taiwan. Simplot Taiwan does not have sole voting or dispositive power over any such shares. Simplot Taiwan shares the voting and dispositive power over such shares with Simplot Company and Mr. Simplot.

Simplot Company is the beneficial owner of 1,489,934 shares of Common Stock, equal to 36.4% of the Common Stock, as calculated on the part of the cover page for Simplot Company. Simplot Company does not have sole voting or dispositive power over any such shares. Simplot Taiwan shares the voting and dispositive power over such shares with Simplot Taiwan and Mr. Simplot.

JRS Properties is the beneficial owner of 31,036 shares of Common Stock, equal to 0.9% of the Common Stock, as calculated on the part of the cover page for JRS Properties. JRS Properties does not have sole voting or dispositive power over any such shares. JRS Properties shares the voting and dispositive power over such shares with JRS Management and Mr. Simplot, as well as with Stephen A. Beebe, the other manager of JRS Management.

JRS Management is the beneficial owner of 31,036 shares of Common Stock, equal to 0.9% of the Common Stock, as calculated on the part of the cover page for JRS Management. JRS Management does not have sole voting or dispositive power over any such shares. JRS Management shares the voting and dispositive power over such shares with JRS Properties and Mr. Simplot, as well as with Mr. Beebe.

Mr. Simplot is the beneficial owner of 1,520,970 shares of Common Stock, equal to 37.2% of the Common Stock, as calculated on the part of the cover page for Mr. Simplot. Mr. Simplot does not have sole voting or dispositive power over any such shares. Mr. Simplot shares the voting and dispositive power over such shares with Simplot Taiwan, Simplot Company, JRS Properties and JRS Management. Mr. Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

 

(c)

Simplot Company purchased the Note on November 25, 2019 and assigned it to Simplot Taiwan on February 7, 2020.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Simplot Company owns 100% of the common stock of Simplot Taiwan.

JRS Management is the general partner of JRS Properties.

Mr. Simplot is chairman of Simplot Company.

Mr. Simplot is a manager of JRS Management.

Mr. Simplot serves on the Board of Directors of the Issuer.

All of the Reporting Persons are party to a Joint Filing Agreement

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit 99.1    Joint Filing Agreement dated February 28, 2020


CUSIP No. 816645105

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 28, 2020

 

SIMPLOT TAIWAN INC.
By  

/s/ Scott R. Simplot

Name:   Scott R. Simplot
Title:   Director
J.R. SIMPLOT COMPANY
By  

/s/ Scott R. Simplot

Name:   Scott R. Simplot
Title:   Chairman of the Board
JRS PROPERTIES III LLLP
By  

/s/ Scott R. Simplot

Name:   Scott R. Simplot
Title:   Manager, JRS Management L.L.C.
JRS MANAGEMENT L.L.C.
By  

/s/ Scott R. Simplot

Name:   Scott R. Simplot
Title:   Manager
SCOTT R. SIMPLOT

/s/ Scott R. Simplot

EX-99.1 2 d881082dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

This Joint Filing Agreement (this “Agreement”) is made and entered into as of February 28, 2020, by and among Simplot Taiwan Inc., an Idaho corporation, J.R. Simplot Company, a Nevada corporation, JRS Properties III LLLP, an Idaho limited liability limited partnership, JRS Management, L.L.C., an Idaho limited liability company, and Scott R. Simplot (collectively, the “Reporting Persons”).

Recitals

WHEREAS, the Reporting Persons share voting and investment power with respect to certain shares of common stock (the “Shares”) of SemiLEDS Corporation, a Delaware corporation (the “Company”), which, collectively, constitute more than 5% of the issued and outstanding common stock of the Company, a class of equity securities registered under the Securities Act of 1933, as amended;

WHEREAS, Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Act”) requires beneficial owners of more than 5% of any class of registered equity securities of a public company to file with the U.S. Securities and Exchange Commission (the “SEC”) a Schedule 13D or Schedule 13G with respect to such securities;

WHEREAS, in accordance with Rule 13d-1(k) of the Act, whenever two or more persons are required to file a statement with the SEC containing the information required by Schedule 13D or Schedule 13G with respect to the same securities, only one such statement need be filed, provided that such persons agree in writing that such statement is filed on behalf of each of them; and

WHEREAS, the Reporting Persons desire to file with the SEC, on behalf of each of them, one statement containing the information required by Schedule 13D with respect to the Shares.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. In accordance with Rule 13d-1(k) under the Act, the Reporting Persons shall file with the SEC one statement containing the information required by Schedule 13D relating to the Reporting Persons’ beneficial ownership of the Shares and such statement shall be filed on behalf of each of the Reporting Persons, and this Agreement shall be filed as an exhibit thereto. Further, the Reporting Persons agree each Reporting Person is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such Reporting Person contained therein; provided that no Reporting Person is responsible for the completeness or accuracy of the information concerning any other Reporting Person, unless such Reporting Person knows or has reason to believe that such information is inaccurate.

2. Nothing herein shall be deemed to be an admission that the Reporting Persons, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of the Company including the Shares.


3. This Agreement and the rights and obligations of the parties hereunder are to be governed by and construed and interpreted in accordance with the laws of the State of Idaho, without regard to choice or conflict of laws rules. This Agreement may be executed by the Reporting Persons on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on the Reporting Persons notwithstanding that all Reporting Persons are not signatories to the same counterpart. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the Reporting Persons with respect to the subject matter hereof. This Agreement may not be modified or amended except by an instrument in writing signed by all parties hereto. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

[signature page follows]

 

- 2 -


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

SIMPLOT TAIWAN INC.
By  

/s/ Scott R. Simplot

Name:   Scott R. Simplot
Title:   Director
J.R. SIMPLOT COMPANY
By  

/s/ Scott R. Simplot

Name:   Scott R. Simplot
Title:   Chairman of the Board
JRS PROPERTIES III LLLP
By  

/s/ Scott R. Simplot

Name:   Scott R. Simplot
Title:   Manager, JRS Management L.L.C.
JRS MANAGEMENT L.L.C.
By  

/s/ Scott R. Simplot

Name:   Scott R. Simplot
Title:   Manager
SCOTT R. SIMPLOT

/s/ Scott R. Simplot

 

- 3 -