As filed
with the Securities and Exchange Commission on January 28, 2011
Registration
No. 333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Limoneira
Company
(Exact
name of registrant as specified in its Articles)
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Delaware
(State
or other jurisdiction of incorporation or organization)
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77-0260692
(I.R.S.
Employer Identification No.)
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1141
Cummings Road
Santa
Paula, California
(Address
of Principal Executive Offices)
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93060
(Zip
Code)
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Limoneira
Company 2010 Omnibus Incentive Plan
(Full
title of the plan)
Harold S.
Edwards, President and CEO
Limoneira
Company
1141
Cummings Road, Santa Paula, California 93060
(Name and
address of agent for service)
(805)
525-5541
(Telephone
number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer x
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Smaller
reporting company ¨
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title of
Securities to be Registered
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Amount
to be
Registered (2)
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Proposed
Maximum
Offering Price
Per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of
Registration Fee
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Shares
of Common Stock, $0.01 par value (1)
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937,713 | $ | 26.145 | $ | 24,516,506.39 | $ | 2,846.50 | |||||||||
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(1)
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Includes
937,713 shares of Common Stock that may be issued pursuant to Limoneira
Company 2010 Omnibus Incentive
Plan.
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(2)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate amount of additional
shares of Common Stock that may be offered or issued under or in
connection with such plans to prevent dilution resulting from stock
splits, stock dividends or similar
transactions.
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(3)
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Computed
in accordance with Rule 457(h) and (c), based on the average high and low
prices of the Registrant’s Common Stock on January 26, 2011, as reported
on The Nasdaq Global Market.
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PART
I
INFORMATION
REQUIRED IN SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
The documents containing the
information specified in Part I of this Form S-8 Registration Statement (the
“Registration Statement”) will be sent or given to participants in the plan
listed on the cover of this Registration Statement as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the “Securities
Act”). Such documents need not be filed with the Securities and
Exchange Commission (the “SEC”) either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
All references to “we,” “us,” “our,”
“the Registrant,” “the Company,” or “Limoneira” in this Registration Statement
mean Limoneira Company, a Delaware corporation, and its wholly-owned
subsidiaries.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed with the Commission are hereby incorporated by
reference in this Registration Statement:
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(a)
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the
Registrant’s Annual Report on Form 10-K for the fiscal year ended
October 31, 2010;
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(b)
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all
reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), since
October 31, 2010; and
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(c)
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the
description of the Registrant’s Common Stock contained in the registration
statement on Form 10 filed under the Exchange Act including any amendments
or reports filed for the purpose of updating such
description.
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All reports and other documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part of this Registration Statement from the date
of the filing of such reports and documents. Any statement contained
in a document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Notwithstanding the foregoing, we are
not incorporating by reference information furnished under Items 2.02 and 7.01
of any Current Report on Form 8-K, including the related exhibits, nor in any
document or information deemed to have been furnished and not filed in
accordance with SEC rules.
Item
4. Description of Securities.
Not applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
102 of the Delaware General Corporation Law (“DGCL”) allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except where the director breached the duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase or redemption in violation of Delaware corporate law or obtained an
improper personal benefit.
Section
145 of the DGCL provides for the indemnification of officers, directors and
other corporate agents in terms sufficiently broad to indemnify such persons
under circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Our certificate of
incorporation and bylaws provide for indemnification of our officers, directors,
employees and agents to the extent and under the circumstances permitted under
the DGCL.
Our
certificate of incorporation includes a provision that eliminates the personal
liability of directors for monetary damages for actions taken as a director,
except for liability:
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·
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for
breach of duty of loyalty;
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·
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for
acts or omissions not in good faith or involving intentional misconduct or
knowing violation of law;
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·
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under
Section 174 of the DGCL (unlawful payment of dividends or unlawful stock
purchase or redemption); or
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·
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for
transactions from which the director derived improper personal
benefit.
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Our
bylaws provide that we must indemnify our directors and officers to the fullest
extent authorized by the DGCL. We are also expressly authorized to
carry directors’ and officers’ insurance providing indemnification for our
directors, officers and certain employees for some liabilities. We
believe that these indemnification provisions and insurance are useful to
attract and retain qualified directors and officers.
The
limitation of liability and indemnification provisions in our certificate of
incorporation and bylaws may discourage stockholders from bringing a lawsuit
against directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative
litigation against directors and officers, even though such an action, if
successful, might otherwise benefit us and our stockholders.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
See the
Exhibit Index attached hereto.
Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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i.
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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ii.
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement; and
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iii.
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
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provided, however, that subparagraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by these subparagraphs is contained in reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Paula, State of California, on January 28, 2011.
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LIMONEIRA
COMPANY
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By:
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/s/ Harold S. Edwards
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Harold
S. Edwards, President and CEO
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POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Harold
S. Edwards and Joseph D. Rumley, and each of them, his or her true and lawful
attorney-in-fact, with full power of substitution and resubstitution, for him or
her and in his or her name, place or stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting in connection therewith, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on behalf of the registrant on January 28, 2011 and in the
capacities indicated.
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Signature
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Title
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Date
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/s/ Harold S. Edwards
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Director,
President and Chief Executive
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January
28, 2011
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Harold S. Edwards
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Officer
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(Principal
Executive Officer)
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/s/ Joseph D. Rumley
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Chief
Financial Officer, Treasurer and
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January
28, 2011
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Joseph D. Rumley
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Corporate
Secretary
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(Principal
Financial Officer)
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/s/ Alan M. Teague
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Chairman
and Director
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January
28, 2011
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Alan M. Teague
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/s/ John W. Blanchard
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Director
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January
28, 2011
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John W. Blanchard
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/s/ Lecil E. Cole
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Director
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January
28, 2011
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Lecil E. Cole
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/s/ Gordon E. Kimball
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Director
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January
28, 2011
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Gordon E. Kimball
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/s/ John W.H. Merriman
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Director
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January
28, 2011
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John W.H. Merriman
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/s/ Ronald Michaelis
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Director
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January
28, 2011
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Ronald Michaelis
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/s/ Allan M. Pinkerton
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Director
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January
28, 2011
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Allan M. Pinkerton
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/s/ Keith W. Renken
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Director
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January
28, 2011
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Keith W. Renken
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/s/ Robert M. Sawyer
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Director
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January
28, 2011
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Robert M. Sawyer
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EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
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4.1
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Restated
Certificate of Incorporation of Limoneira Company, dated July 5, 1990
(Incorporated by reference to exhibit 3.1 to the Company’s Registration
Statement on Form 10, and amendments thereto, declared effective April 13,
2010)
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4.2
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Certificate
of Merger of Limoneira Company and The Samuel Edwards Associates into
Limoneira Company, dated October 31, 1990 (Incorporated by reference to
exhibit 3.2 to the Company’s Registration Statement on Form 10, and
amendments thereto, declared effective April 13, 2010)
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4.3
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Certificate
of Merger of McKevett Corporation into Limoneira Company dated December
31, 1994 (Incorporated by reference to exhibit 3.3 to the Company’s
Registration Statement on Form 10, and amendments thereto, declared
effective April 13, 2010)
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4.4
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Certificate
of Designation, Preferences and Rights of $8.75 Voting Preferred Stock,
$100.00 Par Value, Series B of Limoneira Company, dated May 21, 1997
(Incorporated by reference to exhibit 3.4 to the Company’s Registration
Statement on Form 10, and amendments thereto, declared effective April 13,
2010)
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4.5
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Amended
Certificate of Designation, Preferences and Rights of $8.75 Voting
Preferred Stock, $100.00 Par Value, Series B of Limoneira Company dated
May 21, 1997 (Incorporated by reference to exhibit 3.5 to the Company’s
Registration Statement on Form 10, and amendments thereto, declared
effective April 13, 2010)
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4.6
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Agreement
of Merger Between Ronald Michaelis Ranches, Inc. and Limoneira Company,
dated June 24, 1997 (Incorporated by reference to exhibit 3.6 to the
Company’s Registration Statement on Form 10, and amendments thereto,
declared effective April 13, 2010)
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4.7
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Certificate
of Amendment of Certificate of Incorporation of Limoneira Company, dated
April 22, 2003 (Incorporated by reference to exhibit 3.7 to the
Company’s Registration Statement on Form 10, and amendments thereto,
declared effective April 13, 2010)
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4.8
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Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock, $.01 Par Value, of Limoneira Company, dated November 21,
2006 (Incorporated by reference to exhibit 3.8 to the Company’s
Registration Statement on Form 10, and amendments thereto, declared
effective April 13, 2010)
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4.9
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Certificate
of Amendment of Certificate of Incorporation of Limoneira Company, dated
March 24, 2010 (Incorporated by reference to exhibit 3.9 to the
Company’s Registration Statement on Form 10, and amendments thereto,
declared effective April 13, 2010)
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4.10
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Amended
and Restated Bylaws of Limoneira Company (incorporated by reference to
exhibit 3.10 to the Company’s Form 10-K, filed on January 26,
2011)
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5.1
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Opinion
of Squire, Sanders & Dempsey (US) LLP
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23.1
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Consent
of Squire, Sanders & Dempsey (US) LLP (included in exhibit
5.1)
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23.2
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Consent
of Independent Registered Public Accounting Firm
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24.1
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Power
of Attorney (see signature page)
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99.1
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Limoneira
Company 2010 Omnibus Incentive Plan (Incorporated by reference
to exhibit 10.16 to the Company’s Registration Statement on Form 10, and
amendments thereto, declared effective April 13,
2010)
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January
28, 2011
Board of
Directors
Limoneira
Company
1141
Cummings Road
Santa
Paula, California 93060
Ladies
and Gentlemen:
We have acted as counsel to Limoneira
Company, a Delaware corporation (the “Company”), and are delivering this opinion
in connection with the Registration Statement on Form S-8 of the Company
(together with all exhibits thereto, the “Registration Statement”) being filed
with the Securities and Exchange Commission on the date hereof, relating to the
registration by the Company of 937,713 shares (“Plan Shares”) of common stock,
par value $0.01 per share, authorized for issuance pursuant to the Company’s
2010 Omnibus Incentive Plan (the “Plan”).
In connection with this opinion, we
have examined copies (in each case signed, certified or otherwise proven to our
satisfaction to be genuine) of the Registration Statement, the Restated
Certificate of Incorporation of the Company, the Amended and Restated Bylaws of
the Company, minutes and other instruments evidencing actions taken by its
directors, and the Plan and have examined such other documents as we have deemed
necessary or appropriate for purposes of this opinion. With respect
to such examination, we have assumed the genuineness of all signatures on all
documents reviewed by us, the authenticity of all documents submitted to us as
originals, the conformity to authentic originals of all documents submitted to
us as copies and the due execution and delivery of all documents by the parties
thereto. We have also considered such legal matters as we have deemed
necessary and relevant as the basis for this opinion. Insofar as this
opinion relates to Plan Shares to be issued in the future, we have assumed that
all applicable laws, rules and regulations in effect at the time of issuance are
the same as such laws, rules and regulations in effect as of the date hereof and
that there will be available at the time of the issuance of the Plan Shares a
sufficient number of authorized and unissued shares of common stock of the
Company.
Based upon and subject to the
foregoing, and subject to the qualifications set forth below, we are of the
opinion that the Plan Shares under the Plan have been duly authorized for
issuance and, when issued, delivered and paid for in accordance with the terms
of the Plan, will be validly issued, fully paid and nonassessable.
The opinions set forth herein are
rendered as of the date hereof and are based solely upon the General Corporation
Law of the State of Delaware, and we express no opinion with respect to any
other laws. Any such opinions are based upon our reasonable
familiarity with the General Corporation Law of the State of Delaware as a
result of our reading of standard published compilations of such laws and
annotations thereto.
January
28, 2011
Page 2 of
2
We hereby consent to the reference to
our firm wherever appearing in the Registration Statement and to the inclusion
of this opinion as an exhibit to the Registration Statement. In
giving such consent, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder.
This opinion is furnished to you in
connection with the filing of the Registration Statement, and is not to be used,
circulated, quoted or otherwise relied upon for any other purpose, except as
expressly provided in the preceding paragraph. This opinion is given
as of the effective date of the Registration Statement, and we assume no
obligation to update or supplement the opinions contained herein to reflect any
facts or circumstances which may hereafter come to our attention or any changes
in laws which may hereafter occur.
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Very
truly yours,
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/s/
Squire, Sanders & Dempsey (US)
LLP
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Exhibit
23.2
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement on Form
S-8 pertaining to the Limoneira Company 2010 Omnibus Incentive Plan of our
report dated January 26, 2011, with respect to the consolidated financial
statements of Limoneira Company included in its Annual Report (Form 10-K) for
the year ended October 31, 2010, filed with the Securities and Exchange
Commission.
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/s/
Ernst & Young LLP
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Los
Angeles, California
January
26, 2011