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): July 30, 2010
Limoneira
Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34755
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77-0260692
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification
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of
incorporation)
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No.)
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1141
Cummings Road
Santa
Paula, CA 93060
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (805) 525-5541
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1
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Registrant’s
Business and Operations
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Item
1.02
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Termination
of a Material Definitive
Agreement.
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On July 30, 2010, Limoneira Company
(the “Company”) provided written notice to Sunkist Growers, Inc. (“Sunkist”)
that it was terminating the Sunkist Growers, Inc. Commercial Packinghouse
License Agreement dated as of October 1, 2008, by and among Sunkist Growers,
Inc., Ventura County Fruit Exchange and Limoneira Company (the “License
Agreement”), effective November 1, 2010. Under the License Agreement,
the Company was authorized to grade, label, pack, prepare for marketing by
Sunkist and ship lemons grown by the Company as well as other
growers. The License Agreement also authorized the Company to use the
SUNKIST® trademark, including any and all variations thereto, in connection with
the foregoing. Pursuant to the terms of the License Agreement, the
Company may voluntarily terminate the License Agreement for any reason by
delivery to the other parties written notice of termination no later than 90
days prior to the end of the lemon harvest season, which will occur on November
1, 2010.
Commencing November 1, 2010, the
Company will market and sell its lemons directly to its foodservice, wholesale
and retail customers throughout North America, Asia and certain other
countries.
The foregoing description of the
License Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the License Agreement, a copy of which
is filed as Exhibit 10.1 to the Form 10 filed on February 12, 2010.
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Section
9
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Financial
Statements and Exhibits
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Item
9.01
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Financial
Statements and
Exhibits.
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(d)
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Exhibits.
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99.1
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Press
Release dated August 3, 2010.
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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.
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Date:
August 3, 2010
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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
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President
and Chief Executive
Officer
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Investor
Contact:
John
Mills
Senior
Managing Director
ICR
310.954.1105
Limoneira
Announces New Direct Marketing and Selling Strategy for Its Lemon
Agribusiness
-New
Direct Strategy Positions Company to Capitalize on Expanding Global Agribusiness
Opportunity-
-Expected
to Improve Operating Efficiencies with New Vertically Integrated Business
Model-
Santa
Paula, CA., August 3, 2010 – Limoneira Company (NASDAQ: LMNR), a leading
agribusiness with prime agricultural land and operations, real estate and water
rights throughout California, today announced its strategic decision to increase
its brand exposure in agribusiness by marketing and selling its lemons directly
to foodservice, wholesale and retail customers around the
world. Beginning November 1, 2010, the Company will add its
commercial lemons to its existing specialty lemon sales completing the chain of
tree to customer with a new marketing and selling strategy.
Limoneira
grows lemons on over 1,800 acres throughout California and is one of the largest
lemon producers in North America.
“We
believe the decision to market and sell our commercial lemons directly to our
customers around the world will enable us to improve efficiencies throughout our
distribution channels, resulting in the highest quality and service possible for
our customers,” commented Harold Edwards, President and Chief Executive
Officer. “We believe that our direct sales and marketing will bring
greater operational efficiency to our supply efforts which we believe will
equate to greater shareholder value.”
“Beginning
this November, we will market and sell our lemons directly to our foodservice,
retail, wholesale, broker, import and export customers around the
world. This will enable us to be closer to our customers in order to
better respond to their needs and wants through direct service – from our trees
to their docks. With over 18 lemon brands, such as Santa® and Paula®, owned by Limoneira
and our history of growing the highest quality lemons for over 117 years we are
well known in our industry and look forward to capitalizing on our leading
position and expanding our brand recognition for many years to
come.”
About
Limoneira Company
Limoneira
Company, a 117-year
old international agribusiness headquartered in Santa Paula, California, has
grown to become one of the premier integrated agribusinesses in the
world. Limoneira (pronounced lē mon΄âra), is a
dedicated sustainability company with approximately 7,300 acres of rich
agricultural lands, real estate properties and water rights throughout
California. The Company is a leading producer of lemons, avocados, oranges, and
other specialty crops that are enjoyed throughout the world. For more
about Limoneira Company, visit www.limoneira.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking
statements are based on Limoneira’s current expectations about future events and
can be identified by terms such as “expect,” “may,” “anticipate,” “intend,”
“should be,” “will be,” “is likely to,” “strive to,” and similar expressions
referring to future periods.
Limoneira
believes the expectations reflected in the forward-looking statements are
reasonable but cannot guarantee future results, level of activity, performance
or achievements. Actual results may differ materially from
those expressed or implied in the forward-looking
statements. Therefore, Limoneira cautions you against relying on any
of these forward-looking statements. Factors which may cause future outcomes to
differ materially from those foreseen in forward-looking statements include, but
are not limited to: changes in laws, regulations, rules, quotas,
tariffs, and import laws; weather conditions that affect production,
transportation, storage, import and export of fresh product; increased pressure
from disease, insects and other pests; disruption of water supplies or changes
in water allocations; pricing and supply of raw materials and products; market
responses to industry volume pressures; pricing and supply of energy; changes in
interest and currency exchange rates; availability of financing for land
development activities; political changes and economic crises; international
conflict; acts of terrorism; labor disruptions, strikes or work stoppages; loss
of important intellectual property rights; inability to pay debt obligations;
inability to engage in certain transactions due to restrictive covenants in debt
instruments; government restrictions on land use; increased costs from becoming
a public company; and market and pricing risks due to concentrated ownership of
stock. Other risks and uncertainties include those that are described
in Limoneira’s SEC filings, which are available on the SEC’s website at http://www.sec.gov. Limoneira
undertakes no obligation to subsequently update or revise the forward-looking
statements made in this press release, except as required by law.