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Squire,
Sanders & Dempsey L.L.P.
221
E. Fourth St., Suite 2900
Cincinnati,
OH 45202
Office: +1.513.361.1200
Fax: +1.513.361.1201
Direct
Dial: +1.513.361.1230
smahon@ssd.com
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May 19,
2010
VIA
FAX AND EDGAR
Mr. John
Reynolds
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office of
Beverages, Apparel and Health Care Services
100 F
Street, North East
Washington,
D.C. 20549-3561
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Re:
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Limoneira
Company
Amendment
No. 3 to Registration Statement on Form 10
Filed
May 4, 2010
File
No. 0-53885
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Dear Mr.
Reynolds:
Thank you
for your comments to the revisions to the Limoneira Company (the “Company”)
Registration Statement on Form 10 proposed in our letter to you dated May 18,
2010. We are counsel to the Company in connection with the
Registration Statement on Form 10 and very much appreciate your additional
comments. The following is the Company’s response to such
comments. As previously discussed, after receiving your input
regarding the Company’s responses, the Company proposes to file an Amendment No.
4 to Registration Statement on Form 10, which will incorporate the Company’s
responses to your comments. For your ease of reference, we have
restated in full below your comments and the Company’s
responses. Please be advised that the information herein has been
obtained from the Company.
Grants of Plan-Based Awards
in Fiscal Year 2009, page 51
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1.
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We
repeat the first sentence of comment two of our April 29, 2010
letter. For example, for Mr. Delmatoff, each of his three
grants — two plan grants, one cash and one equity, plus the restricted
share grant - should be reported on a separate line in the
table. Please revise or
explain.
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The
Company proposes to revise the grants table to reflect the grants of equity and
non-equity plan-based awards made to the named executive officers in the fiscal
year ended October 31, 2009 as follows:
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www.ssd.com
|
John
Reynolds
May
19, 2010
Page
2
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Grants
of Plan-Based Awards in Fiscal Year 2009
The following table provides
information about grants of equity and non-equity plan-based awards to the named
executive officers in the fiscal year ended October 31,
2009:
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Estimated
Possible Payouts Under
Non-Equity
Incentive Plan Awards(2)
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Estimated
Possible
Payouts
Under
Equity
Incentive Plan
Awards(4)(5)
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||||||||||||||||||||||
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Name
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Grant
Date
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Threshold
($)
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Target
($)
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Maximum
($)
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Award
Amount($)
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Maximum
(#)
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Award
Amount($)
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All
Other
Stock
Awards:
Number
of
Shares
of
Stock
(#)
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Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)(6)
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||||||||||||||
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Harold
Edwards
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---
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N/A
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N/A
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N/A
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150,159(3)
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---
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---
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---
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---
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||||||||||||||
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12/24/2008(1)
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---
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---
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---
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---
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47,840
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47,840
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---
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598,478
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|||||||||||||||
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Don
Delmatoff
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---
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10,750
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43,000
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215,000
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95,976
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---
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---
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---
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---
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||||||||||||||
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12/24/2008(1)
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---
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---
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---
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---
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22,860
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22,860
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---
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285,979
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|||||||||||||||
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Alex
Teague
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---
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12,500
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50,000
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250,000
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112,500
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---
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---
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---
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---
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||||||||||||||
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12/24/2008(1)
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---
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---
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---
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---
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26,580
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26,580
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---
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332,516
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|||||||||||||||
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Peter
Dinkler
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---
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5,537
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22,148
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110,742
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48,837
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---
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---
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---
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---
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||||||||||||||
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12/24/2008(1)
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---
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---
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---
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---
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2,210
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2,210
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---
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27,647
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|||||||||||||||
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(1)
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For
performance beginning November 1, 2007, ending October 31, 2008. The
grant date for each award is the grant date determined for financial
reporting purposes pursuant to FASB ASC Topic 718 (f/k/a FAS 123R), which
is the date the board of directors approved each award.
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(2)
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These
columns show the potential payments for, and the award amount to, each of
our named executive officers under the Management Incentive Plan in fiscal
2009, for fiscal 2008 performance. No other non-equity
incentive plan awards were granted in fiscal 2009.
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(3)
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After
the end of each fiscal year, our compensation committee may award Mr.
Edwards an annual discretionary cash-based incentive bonus for performance
in such fiscal year.
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(4)
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On
December 24, 2008, we granted our named executive officers, 4,784; 2,286;
2,658; and 221 shares, respectively, of restricted shares of our Common
Stock under the Stock Grant Performance Bonus Plan at a grant date fair
value per share of $125.10 in respect fiscal 2008 performance. No
other grants of equity incentive plan awards were made during fiscal
2009. The number of shares included in the table for each
executive officer has been adjusted to reflect the stock split
approved by our stockholders on March 23, 2010. The restricted stock
vests, ratably, one-third on the date of grant, one-third on the first
anniversary of the date of grant and one-third on the second anniversary
of the date of grant. Upon termination of employment of any
named executive officer, any unvested shares of such terminated officer on
the date of his termination revert to the
company.
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(5)
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All
such shares, whether vested or unvested, are considered issued and
outstanding on the date of grant, and our named executive officers have
voting right with respect to, and receive any dividends on, such shares
granted to them. Upon termination of employment, any dividends
received by the terminated named executive officer on unvested shares are
for the benefit of, and are to be repaid by such named executive officer,
to the company.
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John
Reynolds
May
19, 2010
Page
3
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(6)
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The
value of stock awards is the aggregate grant date fair value computed in
accordance with FASB ASC Topic
718.
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Directors Compensation
Table. page 53
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2.
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With
regard to comment three of our April 29, 2010 letter, the grants table
should report all grants whether or not the awards were actually earned by
the named executive officer. The first sentence of the second
paragraph says, "Mr. Edwards is eligible to receive an annual
discretionary cash-based incentive bonus as determined by our compensation
committee." This disclosure appears to indicate that a grant was made,
even though no incentive compensation was paid. Please revise
or explain.
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The
Company proposes to revise (i) the first sentence of the second paragraph under
“Annual Performance Cash-Based Incentive Bonuses” to state: “After the end of
each fiscal year, our compensation committee may award Mr. Edwards an annual
discretionary cash-based incentive bonus for performance in such fiscal year,”
and (ii) the fourth sentence of the same paragraph to state: “Any bonus awarded
in respect of a fiscal year is approved and paid in the following fiscal
year.”
Thank you
for your time and attention to Limoneira Company’s Registration Statement on
Form 10. Should you have any questions concerning the responses to
your comments, please do not hesitate to contact me at
1.513.361.1230.
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Sincerely,
 Stephen
C. Mahon
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cc:
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Ms.
Janice McGuirk, Division of Corporation
Finance
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