8-K

 

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 4, 2004

Lifecore Biomedical, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-4136	41-0948334
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
3515 Lyman Boulevard, Chaska, Minnesota		55318
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 952-368-4300

Not Applicable
______________________________________________
Former name or former address, if changed since 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:

[  ]  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 Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) As previously disclosed by Lifecore Biomedical, Inc. (the "Company") in its proxy statement for the 2004 Annual Meeting of Shareholders to be held on November 11, 2004, the Board term of Mr. John C. Heinmiller will expire at the 2004 Annual Meeting of Shareholders. Mr. Heinmiller has decided not to stand for re-election to the Board of Directors in order to devote his attention to other business.
(d) On November 4, 2004, the Board of Directors of the Company elected a new director, Mr. Luther T. Griffith, to the Company’s Board of Directors. There are no arrangements or understandings between Mr. Griffith and any other persons pursuant to which Mr. Griffith was selected as a director. Mr. Griffith will serve on the Governance and Nominating Committee and as chair of the Audit Committee of the Company’s Board of Directors effective upon the date of Mr. Heinmiller’s resignation. Mr. Griffith does not have a direct or indirect material interest in any currently proposed transacti on to which the Company is to be a party in which the amount involved exceeds $60,000, nor has Mr. Griffith had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year.
A press release, dated November 8, 2004, announcing Mr. Griffith’s election to the Company’s Board of Directors and the appointment of a new officer, is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.
The following exhibit is being filed with this Form 8-K:
99.1 Press release issued by Lifecore Biomedical, Inc. on November 8, 2004.

SIGNATURES

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.

	Lifecore Biomedical, Inc.
November 8, 2004	By:	Dennis J. Allingham
		Name: Dennis J. Allingham
		Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by Lifecore Biomedical, Inc. on November 8, 2004.

EX-99.1

EXHIBIT 99.1

LIFECORE ADDS DIRECTOR and NAMES OFFICER

Chaska, MN. November 8, 2004 – LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) announced today that Luther T. Griffith has been appointed to its Board of Directors and Kipling Thacker, Ph.D. has been appointed Vice President of New Business Development.

Mr. Griffith has over 25 years of executive and financial management experience in both public and private companies. He is currently President of Griffith Resources, Inc., a private company that provides consulting and capital resources to small businesses and Chairman of Care Technologies, Inc., a manufacturer of wireless response and locating systems for the eldercare market. He served Alexander & Alexander Services, Inc. for more than 15 years in capacities that included CEO of Global Risk Management and President of Georgia operations. Mr. Griffith holds an MBA degree from Harvard Business School with an emphasis in finance.

“Luther’s background and senior management experience equip him to make a contribution to our Board of Directors. His financial experience will fill the need on our Board for financial expertise. I welcome Luther to our Company,” said Dennis J. Allingham, Lifecore’s President and CEO.

Dr. Thacker has been with the Company for more than 20 years. Kip has served the Company in the areas of scientific research, technical development and new business development. He is a co-inventor of our hyaluronan fermentation process. He holds a Ph.D. in microbiology from the University of Minnesota.

“Kip’s promotion recognizes his contribution to our company,” said Mr. Allingham. “His strong knowledge base of hyaluronan technology fits well with the strategic development of our business.”

About Lifecore Biomedical

Lifecore Biomedical develops, manufactures, and markets biomaterials and medical devices for use in various surgical markets through two divisions, Hyaluronan Division and Oral Restorative Division. The Hyaluronan Division conducts its business through OEM and contract manufacturing alliances in the gynecologic, ophthalmic, orthopedic, and veterinary surgical fields. The Oral Restorative Division conducts its dental surgery business through direct sales and marketing in the United States, Germany, Italy, and Sweden, and through 25 distributors in 35 countries.

Forward-Looking Statements

Certain statements in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including the statements regarding strategic development of the business. Such forward-looking statements involve numerous risks and uncertainties in the complex regulatory and competitive aspects of Lifecore’s business activity that could cause actual results to differ materially from those implied. Investors are strongly cautioned to review more detailed discussions of those risks presented in the Company’s filings with the Securities and Exchange Commission including Exhibit 99.1 to Lifecore’s annual report on Form 10-K for the fiscal year ending June 30, 2004.

Additional general corporate information is available on the internet at http://www.lifecore.com.
Contact 952-368-4300

Dennis J. Allingham, President and CEO

- END -         .