As filed with the Securities and Exchange Commission on March 23, 2022

 

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)

 

Delaware (State or other jurisdiction of incorporation or organization)	77-0260692 (I.R.S. Employer Identification No.)
1141 Cummings Road Santa Paula, California (Address of Principal Executive Offices)	93060 (Zip Code)

 

Limoneira Company 2022 Omnibus Incentive Plan

(Full title of the plan)

 

Mark Palamountain

Chief Financial Officer and Secretary

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)

 

 

Copy to:

 

Alison LaBruyere, Esq.

Squire Patton Boggs (US) LLP

1201 W. Peachtree Street, NW, Suite 3150

Atlanta, GA 30309

(678) 272-3200

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

PART I

 

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

 

Items 1 & 2. Plan Information and Registrant Information and Employee Plan Annual 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 of the Limoneira Company 2022 Omnibus Incentive Plan (the “Plan”) 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, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. 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,” “Registrant,” “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:

 

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021, as filed with the Commission on January 10, 2022;

 

(b)

the description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 10 (File No. 000-53885) originally filed with the Commission on February 12, 2010, pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description;

 

(c)

the Registrant’s Current Reports on Form 8-K (in each case other than those portions furnished under items 2.02, 7.01 or 9.01 of Form 8-K) filed with the Commission on January 14, 2022, January 26, 2022, February 4, 2022 and March 23, 2022;

 

(d)

the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2022 as filed with the Commission on March 10, 2022;

 

(e)

the Registrant’s Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 as filed with the Commission on February 15, 2022;

 

(f)

all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the audited financial statements referred to in (a) above; and

 

(g)

any other documents required to be delivered to participants pursuant to Rule 428(b) under the Securities Act.

 

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 shall 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 Commission rules.

 

Item 4.

Description of Securities.

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

None.

 

Item 6.

Indemnification of Directors and Officers.

 

Section 102 of the Delaware General Corporation Law (“DGCL”) allows a corporation to eliminate or limit 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 the DGCL 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 personal liability of directors, to the Corporation or its stockholders, for monetary damages for breach of fiduciary duty as a director, except for liability:

 

·

for breach of duty of loyalty;

·

for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

·

under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock purchase or redemption); or

·

for transactions from which the director derived improper personal benefit.

 

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.

 

We have obtained directors’ and officers’ liability insurance, which insures against certain liabilities that the Company’s directors and officers and the Company’s subsidiaries’ directors and officers may, in such capacities, incur.

 

 

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.

Exhibits.

 

The Index of Exhibits filed herewith and appearing immediately after the signature page to this registration statement is incorporated by reference in this Item 8.

 

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:

 

(i)       To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)       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 set forth 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 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)        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;

 

provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those 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; and

 

(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 the purpose 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 March 23, 2022.

 

	LIMONEIRA COMPANY
	By:	/s/ Harold S. Edwards
	Harold S. Edwards, President and CEO

 

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 March 23, 2022 and in the capacities indicated.

 

Signature			Title
/s/	Harold S. Edwards		Director, President and Chief Executive Officer
	Harold S. Edwards		(Principal Executive Officer)
/s/	Mark Palamountain		Chief Financial Officer, Treasurer and Corporate Secretary
	Mark Palamountain		(Principal Financial Officer)
	*		Chairman of the Board of Directors
	Gordon E. Kimball
	*		Director
	Elizabeth B. Chess
	*		Director
	Amy Fukutomi
	*		Director
	Jesus “Chuy” Loza
	*		Director
	John W.H. Merriman
	*		Director
	Elizabeth Mora
	*		Director
	Donald R. Rudkin
	*		Director
	Robert M. Sawyer
	*		Director
	Scott S. Slater
	*		Director
	Edgar A. Terry

 

* The undersigned, by signing his name hereto, does hereby sign this report on behalf of each of the above-indicated directors of the registrant pursuant to the powers of attorney executed by such directors.

 

By:	/s/	Mark Palamountain
Mark Palamountain, Attorney-in-fact

 

 

INDEX OF EXHIBITS

 

Exhibit Number		Exhibit
4.1		Restated Certificate of Incorporation of Limoneira Company, dated July 5, 1990 (Incorporated by reference to exhibit 3.1 to the Company’s Registration Statement of Form 10, and amendments thereto, declared effective April 13, 2010)
4.2		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)
4.3		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)
4.4		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)
4.5		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)
4.6		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)
4.7		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)
4.8		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)
4.9		Specimen Certificate representing shares of Common Stock, par value $0.01 per share (Incorporated by reference to exhibit 4.1 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010)
4.10		Rights Agreement dated December 20, 2006 between Limoneira Company and The Bank of New York, as Rights Agent (Incorporated by reference to exhibit 4.2 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010)

 

 

4.11		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)
4.12		Certificate of Designation, Preferences and Rights of 4% Voting Preferred Stock, $100.00 Par Value, Series B-2 of Limoneira Company, dated March 20, 2014 (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 24, 2014)
4.13		Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 29, 2017 (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 31, 2017)
4.14		Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 27, 2021)
4.15		Limoneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on February 15, 2022)
5.1*		Opinion of Squire Patton Boggs (US) LLP
23.1*		Consent of Squire Patton Boggs (US) LLP (included in exhibit 5.1)
23.2*		Consent of Deloitte & Touche LLP
24.1*		Power of Attorney
107*		Filing Fee Table
		*Furnished herewith

 

 

Exhibit 5.1

 

 

Squire Patton Boggs (US) LLP 1201 W. Peachtree Street, NW Suite 3150 Atlanta, GA 30309   O:+1 678 272 3200 F:+1 678 272 3211 squirepattonboggs.com

 

 

March 23, 2022

 

Limoneira Company

 

1141 Cummings Road

Santa Paula, California 93060

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen,

 

We have acted as counsel to Limoneira Company, a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-8 (the “Registration Statement”), relating to the registration of 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) reserved for issuance pursuant to the Limoneira Company 2022 Omnibus Incentive Plan (the “Plan”).

 

As such counsel and for purposes of our opinion set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan and other such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us by the Company, certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In addition to the foregoing, we have made such investigations of law and fact as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

 

In such examination and in rendering the opinion expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us, (ii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us, (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals, (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to authentic originals thereof, and that such originals are authentic and complete, (v) the due authorization, execution and delivery of all agreements, instruments, certificates and other documents by all parties thereto (other than the Company), (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion set forth below are true and correct, and (vii) that the officers and directors of the Company have properly exercised their fiduciary duties. As to all questions of fact material to the opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon representations and certificates or comparable documents of officers and representatives of the Company.

 

 

Limoneira Company March 23, 2022 Page 2

Squire Patton Boggs (US) LLP

 

 

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that the Company Shares have been duly authorized by the Company and, when issued or sold in accordance with the Registration Statement and in accordance with the Plan and the applicable award agreements thereunder, will be validly issued, fully paid and nonassessable.

 

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect as of the date of this letter, the Delaware General Corporation Law, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

 

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter. 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.

 

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

 

/s/ Squire Patton Boggs (US) LLP

 

 

 

 

 

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 10, 2022 relating to the financial statements of Limoneira Company and the effectiveness of Limoneira Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Limoneira Company for the year ended October 31, 2021.

 

/s/ Deloitte & Touche, LLP

 

Los Angeles, CA

 

March 23, 2022

 

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harold S. Edwards and Mark Palamountain, 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 March 23, 2022 and in the capacities indicated.

 

Signature		Title
/s/ Harold S. Edwards		Director, President and Chief Executive Officer
Harold S. Edwards		(Principal Executive Officer)
/s/ Mark Palamountain		Chief Financial Officer, Treasurer and Corporate Secretary
Mark Palamountain		(Principal Financial Officer)
/s/ Gordon E. Kimball		Chairman of the Board of Directors
Gordon E. Kimball
/s/ Elizabeth B. Chess		Director
Elizabeth B. Chess
/s/ Amy Fukutomi		Director
Amy Fukutomi
/s/ Jesus “Chuy” Loza		Director
Jesus “Chuy” Loza
/s/ John W.H. Merriman		Director
John W.H. Merriman
/s/ Elizabeth Mora		Director
Elizabeth Mora
/s/ Donald R. Rudkin		Director
Donald R. Rudkin
/s/ Robert M. Sawyer		Director
Robert M. Sawyer
/s/ Scott S. Slater		Director
Scott S. Slater
/s/ Edgar A. Terry		Director
Edgar A. Terry

 

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

           S-8         

(Form Type)

 

                Limoneira Company               

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee
Equity	Shares of Common Stock, $0.01 par value	457(c), (h)	500,000	$13.42	$6,710,000	0.0000927	$622.02
Total Offering Amounts:					$6,710,000		$622.02
Total Fees Previously Paid:							—
Total Fee Offsets:							—
Net Fee Due:							$622.02

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock of the Company that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase or decrease in the number of outstanding shares of the common stock of the Company.
(2)	This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act, based on the average high and low prices of the Registrant’s Common Stock on March 22, 2022, as reported on the Nasdaq Global Market.