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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)
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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.
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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.
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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.
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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.
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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.
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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).
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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
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