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| CIK | 28626 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Lifecore Biomedical, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 12, 2024 |
SC 13G 1 lfcr-sc13g093024.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Lifecore Biomedical Inc. (Name of Issuer) Common Stock (Titles of Class of Securities) 514766104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Fil |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 10) Under the Securities Exchange Act of 1934 LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 514766104 (CUSIP Number) Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson O |
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| January 11, 2024 |
LNDC / Landec Corp. / 22NW Fund, LP - ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Lifecore Biomedical, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 514766104 (CUSIP Number) ARON R. ENG |
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| January 11, 2024 |
EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT Lifecore Biomedical, Inc. SC 13D/A Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par va |
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| February 13, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. Three)* Lifecore Biomedical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 5321871015 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| April 10, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* LIFECORE BIOMEDICAL, INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 532187101 (CUSIP Number) March 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is fil |
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| April 7, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 e15v12g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-04136 Lifecore Biomedical, Inc. (Exact name of registrant as spe |
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| March 27, 2008 |
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: March 26, 2008 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 000-4136 Minnesota 41-0948334 (State or other jurisdiction of i |
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| March 27, 2008 |
BYLAWS OF LIFECORE BIOMEDICAL, INC. (THE “COMPANY”) ARTICLE I. OFFICES Exhibit 3.2 BYLAWS OF LIFECORE BIOMEDICAL, INC. (THE “COMPANY”) ARTICLE I. OFFICES Section 1. Principal Executive Office. The principal executive office of the Company will be determined from time to time by the Board of Directors. Section 2. Registered Office. The registered office of the Company required by Chapter 302A of the Minnesota Statutes to be maintained in the State of Minnesota is as d |
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| March 27, 2008 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION LIFECORE BIOMEDICAL, INC. Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LIFECORE BIOMEDICAL, INC. These Articles of Incorporation duly adopted pursuant to the authority and provisions of Chapter 302A of the Minnesota Statutes amend, restate and supersede the original Articles of Incorporation in their entirety as follows: ARTICLE I. The name of this corporation is Lifecore Biomedical, Inc. (the “Company”). |
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| March 26, 2008 |
Registration No. 333-65580 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota (State or other jurisdiction of |
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| March 26, 2008 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
Registration No. 33-84380 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other |
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| March 26, 2008 |
Registration No. 333-60987 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other juris |
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| March 26, 2008 |
Registration No. 333-18515 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other |
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| March 26, 2008 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
SC 13D/A 1 lcbm09.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Lifecore Biomedical, Inc. (Name of Issuer) Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 532187101 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, |
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| March 26, 2008 |
S-8 POS 1 c25198hsv8pos.htm POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT Registration No. 333-128312 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name |
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| March 26, 2008 |
Registration No. 333-73796 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other juris |
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| March 26, 2008 |
exv24 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
exv24 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
exv24 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
Registration No. 33-32984 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other |
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| March 26, 2008 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
Registration No. 33-38914 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota (State or other jurisdictio |
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| March 26, 2008 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
EX-24 2 c25198hexv24.htm POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. Allingham and David M. Noel, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersign |
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| March 26, 2008 |
exv24 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
Registration No. 333-32144 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other juris |
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| March 26, 2008 |
Registration No. 33-20065 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other |
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| March 26, 2008 |
Registration No. 33-19288 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other |
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| March 26, 2008 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
exv24 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. |
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| March 26, 2008 |
Registration No. 333-58506 As filed with the United States Securities and Exchange Commission on March 26, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota (State or other jurisdiction of |
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| March 21, 2008 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Lifecore Biomedical, Inc. (Name of Subject Company) Lifecore Biomedical, Inc. (Name of Persons Filing Statement) Common Shares (Title of Class of Securities) 532187101 (CUSIP Number of Class |
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| March 21, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A AMENDMENT NO. 1 Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 LIFECORE BIOMEDICAL, INC. (Name of Subject Company (Issuer)) SBT ACQUISITION INC. SBT HOLDINGS INC. WARBURG PINCUS PRIVATE EQUITY IX L.P. (Names of Filing Persons (Offerors)) COMMON STOCK, PAR |
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| March 21, 2008 |
Exhibit 99(a)(1)(J) FOR IMMEDIATE RELEASE: SBT ACQUISITION INC. SUCCESSFULLY COMPLETES TENDER OFFER FOR SHARES OF LIFECORE BIOMEDICAL, INC. NEW YORK, NY — March 21, 2008 - SBT Acquisition Inc., a wholly owned subsidiary of SBT Holdings Inc., which is wholly owned by Warburg Pincus Private Equity IX, L.P., has successfully completed the tender offer for all of the outstanding shares of common stock |
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| March 10, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Lifecore Biomedical, Inc. (Name of Issuer) Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 532187101 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone |
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| February 26, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Lifecore Biomedical, Inc. (Name of Subject Company) Lifecore Biomedical, Inc. (Name of Persons Filing Statement) Common Shares (Title of Class of Securities) 532187101 (CUSIP Number of Class of Securities) Den |
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| February 26, 2008 |
MEMORANDUM DATE: February 26, 2008 TO: Holders of Lifecore Biomedical, Inc. Stock Options FROM: David M. Noel, Vice President of Finance and Chief Financial Officer RE: Information Regarding Stock Options in Connection with Merger As you may be aware, on January 15, 2008, Lifecore Biomedical, Inc. (“Lifecore”) and SBT Holdings Inc. (“SBT Holdings”) and SBT Acquisition Inc. (“SBT Acquisition”), eac |
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| February 22, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Lifecore Biomedical, Inc. (Name of Issuer) Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 532187101 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone |
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| February 21, 2008 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (99)(a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Lifecore Biomedical, Inc. |
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| February 21, 2008 |
4 WARBURG PINCUS LLC SUPPLEMENT TO CONFIDENTIALITY AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit (99)(d)(1)(C) July 21, 2006 PRIVATE AND CONFIDENTIAL Mr. |
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| February 21, 2008 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 21, 2008 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99(a)(1)(C) Notice of Guaranteed Delivery for Tender of Shares of Common Stock of Lifecore Biomedical, Inc. |
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| February 21, 2008 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99(a)(1)(b) LETTER OF TRANSMITTAL TENDER of COMMON STOCK—LIFECORE BIOMEDICAL, INC. |
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| February 21, 2008 |
Lifecore Biomedical, Inc. 3515 Lyman Boulevard Chaska, Minnesota 55318 Exhibit (a)(7) Lifecore Biomedical, Inc. 3515 Lyman Boulevard Chaska, Minnesota 55318 February 21, 2008 To our Shareholders: We are pleased to inform you that Lifecore Biomedical, Inc. (the “Company”) has entered into a merger agreement providing for the acquisition of the Company by affiliates of Warburg Pincus LLC (“Warburg”), a private equity fund. In accordance with the merger agreement, Warbu |
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| February 21, 2008 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99(a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Lifecore Biomedical, Inc. |
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| February 21, 2008 |
Exhibit (99)(a)(1)(I) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| February 21, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Lifecore Biomedical, Inc. (Name of Subject Company) Lifecore Biomedical, Inc. (Name of Persons Filing Statement) Common Shares (Title of Class of Securities) 532187101 (CUSIP Number of Class of Securities) Dennis |
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| February 21, 2008 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99(a)(1)(A) OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF LIFECORE BIOMEDICAL, INC. |
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| February 14, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Lifecore Biomedical, Inc. (Name of Subject Company) Lifecore Biomedical, Inc. (Name of Persons Filing Statement) Common Shares (Title of Class of Securities) 532187101 (CUSIP Number of Class of Securities) Denn |
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| February 14, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. Two)* Lifecore Biomedical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 5321871015 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 11, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2007 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-4136 Lifec |
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| February 11, 2008 |
Amendment to Manufacturing Agreement Exhibit 10.4 AMENDMENT TO MANUFACTURING AGREEMENT The Manufacturing Agreement between Alcon Pharmaceuticals Ltd. (“Alcon”) and Lifecore Biomedical, Inc. dated effective on January 1, 2006, is hereby amended as follows: 1.) In Article 2.06, ALCON’s Minimum Volume is increased to ** of Product during each calendar year beginning in 2009. 2.) The pricing table in Article 3.01 is hereby updated and re |
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| February 11, 2008 |
Exhibit 10.3 MANUFACTURING AGREEMENT THIS MANUFACTURING AGREEMENT (the “Agreement”), effective as of the 1st day of January, 2006, (the “Effective Date”), is by and between ALCON PHARMACEUTICALS LTD., a Swiss corporation with its principal offices at Bösch 69, P.O. Box 62, 6331 Hünenberg, Switzerland (hereinafter referred to as “ALCON”) and LIFECORE BIOMEDICAL, INC., a Minnesota corporation with i |
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| February 7, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* LIFECORE BIOMEDICAL, INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 532187101 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is |
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| January 31, 2008 |
e8vk 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: January 25, 2008 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota 41-0948334 (State or other jurisdiction |
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| January 31, 2008 |
Exhibit 99.1 LIFECORE RENEWS MANUFACTURING AGREEMENT WITH ALCON, INC. CHASKA, MN. January 31, 2008 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that it has renewed its manufacturing agreement with Alcon Pharmaceuticals, Ltd., a subsidiary of Alcon, Inc. (NYSE: ACL), the world’s leading eye care company. Lifecore supplies hyaluronan to Alcon for use in Viscoat® ophthalmic viscoelastic |
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| January 24, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934(Amendment No. 6) Lifecore Biomedical, Inc. (Name of Issuer) Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 532187101 (CUSIP Number) James E. McKee GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5294 (Name, Address and Telephone Numbe |
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| January 24, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3)* LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 532187101 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| January 17, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934(Amendment No. 5) Lifecore Biomedical, Inc. (Name of Issuer) Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 532187101 (CUSIP Number) James E. McKee GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5294 (Name, Address and Telephone Numbe |
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| January 15, 2008 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 15, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Lifecore Biomedical, Inc. (Name of Subject Company) Lifecore Biomedical, Inc. (Name of Persons Filing Statement) Common Shares (Title of Class of Securities) 532187101 (CUSIP Number of Class of Securities) Denn |
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| January 15, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Lifecore Biomedical, Inc. (Name of Subject Company (Issuer)) SBT Holdings Inc. and SBT Acquisition Inc. (Names of Filing Persons (Offerors)) Common Stock, par value $0.01 (Title of Class of Securities) 532187101 (CUSIP Number of Clas |
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| January 15, 2008 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Lifecore Biomedical, Inc. (Name of Subject Company) Lifecore Biomedical, Inc. (Name of Persons Filing Statement) Common Shares (Title of Class of Securities) 532187101 (CUSIP Number of Class of Securities) Denn |
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| January 15, 2008 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among SBT HOLDINGS INC., SBT ACQUISITION INC. and LIFECORE BIOMEDICAL, INC. Dated as of January 15, 2008 . TABLE OF CONTENTS Page I. THE TENDER OFFER 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Company Board and Committees 6 Section 1.4 Top-Up Option 8 II. THE MERGER 9 Section 2.1 The Merger 9 Section 2.2 Clo |
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| January 15, 2008 |
Exhibit 2.2 EXECUTION VERSION LIMITED GUARANTEE LIMITED GUARANTEE, dated as of January 15, 2008 (this “Limited Guarantee”), by Warburg Pincus Private Equity IX, L.P. (the “Guarantor”) in favor of Lifecore Biomedical, Inc., a Minnesota corporation (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as othe |
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| January 15, 2008 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR SECOND FISCAL QUARTER ENDED DECEMBER 31, 2007 CHASKA, MN. — January 15, 2008 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) today reported net sales of $17.3 million in the second quarter ended December 31, 2007, an increase of 4% over net sales of $16.6 million in the second quarter of fiscal year 2007. Net income of $1,243,000, or $0.09 per dilute |
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| January 15, 2008 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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): January 15, 2008 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of incorpo |
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| November 19, 2007 |
Form of Indemnification Agreement for Non-Employee Directors Exhibit 10.1 INDEMNIFICATION AGREEMENT (NON-EMPLOYEE DIRECTOR) THIS AGREEMENT is made and entered into as of this day of November, 2007, by and between Lifecore Biomedical, Inc., a Minnesota corporation (the “Company”), and (“Indemnitee”). W I T N E S S E T H : WHEREAS, the Company desires to retain the current and future services of Indemnitee and to reimburse Indemnitee and his Affiliates (as de |
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| November 19, 2007 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 19, 2007 |
Form of Indemnification Agreement for Officers Exhibit 10.2 INDEMNIFICATION AGREEMENT (OFFICER) THIS AGREEMENT is made and entered into as of this day of November, 2007, by and between Lifecore Biomedical, Inc., a Minnesota corporation (the “Company”), and (“Indemnitee”). W I T N E S S E T H : WHEREAS, the Company desires to retain the current and future services of Indemnitee and to reimburse Indemnitee for personal economic losses of Indemni |
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| November 9, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2007 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-4136 Life |
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| October 16, 2007 |
Financial Statements and Exhibits, Results of Operations and Financial Condition TABLE OF CONTENTS Item 2.02 Results of Operation and Financial Condition Item 9.01 Financial Statements and Exhibits Exhibit Index Press Release Table of Contents 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): October 16, 2007 Lif |
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| October 16, 2007 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR FIRST QUARTER ENDED SEPTEMBER 30, 2007 Maintains FY 2008 Guidance CHASKA, MN. — October 16, 2007 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported net sales of $15.7 million in the first quarter ended September 30, 2007, an increase of 5 percent over net sales of $15.0 million in the first quarter of fiscal year 2007. Foreign currency tr |
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| October 12, 2007 |
DEF 14A 1 c19145ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents OMB APPROVAL OMB Number: 3235-0059 Expires: January 31, 2008 Estimated average burden hours per response 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than |
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| October 4, 2007 |
SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-LIFECORE BIOMEDICAL GAMCO ASSET MANAGEMENT INC. |
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| October 4, 2007 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934(Amendment No. 4) Lifecore Biomedical, Inc. (Name of Issuer) Common Stock $0.01 Par Value Per Share (Title of Class of Securities) 60; 532187101 (CUSIP Number) James E. McKee GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5294 (Name, Address and Telephone |
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| September 13, 2007 |
Exhibit 21.1 Lifecore Subsidiaries As of September 11, 2007 State / Country Percentage of Voting Name of Incorporation Securities Owned Implant Support Systems, Inc. Ohio 100% Sustain, Inc. California 100% Lifecore Biomedical SpA Italy 100% Lifecore Biomedical GmbH Germany 100% Lifecore Biomedical, AB Sweden 100% Lifecore Biomedical, SAS France 100% |
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| September 13, 2007 |
Exhibit 10.36 SEPARATION AGREEMENT 1. Ben Beckham (“Employee”) is an employee of Lifecore Biomedical, Inc. (“Lifecore”), who has separated from his employment with Lifecore. 2. Upon Employee’s execution of this Separation Agreement (“Agreement”), Lifecore will pay Employee his current base salary, less all customary withholding and deductions, for a period of six (6) months, commencing with the fi |
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| September 13, 2007 |
Lifecore Biomedical FY 2008 Bonus Plan PLAN ADMINISTRATION Exhibit 10.34 Lifecore Biomedical FY 2008 Bonus Plan PLAN ADMINISTRATION 1. Purpose of the Plan The purpose of the Lifecore Biomedical (the Company) FY 2008 Bonus Plan (the Plan) is to reward Executive Officers and selected members of the Management Team for the attainment of corporate and individual objectives. 2. Definitions “Base Salary” means the plan participant’s salary in effect at the end |
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| September 13, 2007 |
LIFECORE BIOMEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENT Exhibit 10.32 LIFECORE BIOMEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENT THIS OPTION AGREEMENT is made as of the of , 20 between Lifecore Biomedical, Inc., a Minnesota corporation (hereinafter called the “Company”), and an employee of the Company or one or more of its subsidiaries (hereinafter called the “Optionee”). WHEREAS, the Company desires, by affording the Optionee an opportunity to purchas |
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| September 13, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2007 Commission file number: 0-4136 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota (State or other jurisdiction of incorporation or organization) 41-094 |
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| August 20, 2007 |
SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-LIFECORE BIOMEDICAL GAMCO MEDICAL OPPORTUNITIES LP 8/16/07 1,500 10. |
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| August 20, 2007 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response 10. |
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| August 20, 2007 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934(Amendment No. 2) Lifecore Biomedical, Inc. (Name of Issuer) Common Stock $0.01 Par Value Per Share (Title of Class of Securities) & #160; 532187101 (CUSIP Number) James E. McKee GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5294 (Name, Address and Telepho |
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| August 14, 2007 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 14, 2007 |
exv99w1 Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR ENDED JUNE 30, 2007 Meets Fourth Quarter and Annual Guidance CHASKA, MN. — August 14, 2007 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) today reported record net sales of $19.2 million in the fourth quarter ended June 30, 2007, an increase of 9% over net sales of $17.7 million in the fourth quarter of fiscal |
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| June 29, 2007 |
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: June 25, 2007 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota (State or other jurisdiction of incorporation) |
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| May 10, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2007 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-4136 Lifecore |
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| May 3, 2007 |
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: May 1, 2007 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota (State or other jurisdiction of incorporation) 41 |
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| April 25, 2007 |
AMENDED BYLAWS OF LIFECORE BIOMEDICAL, INC. (As amended through April 19, 2007) ARTICLE I SHAREHOLDERS SECTION 1. The shareholders of this Corporation shall hold an annual meeting in each calendar year at such time and place, within or without the State of Minnesota, as may be designated by the Board of Directors, for the purpose of electing directors, and for the transaction only of such other bu |
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| April 25, 2007 |
Table of Contents 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: April 19, 2007 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota (State or other jurisdiction |
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| April 17, 2007 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR THIRD QUARTER ENDED MARCH 31, 2007 Meets Q3 Guidance / Restates FY 2007 Guidance CHASKA, MN. — April 17, 2007 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) today reported record net sales of $18.9 million in the third quarter ended March 31, 2007, an increase of 12% over net sales of $16.8 million in the third quarter of fiscal year 2006. Foreign c |
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| April 17, 2007 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2007 |
SC 13G/A 1 p73473asc13gza.htm SC 13G/A OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...10.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. One)* Lifecore Biomedical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities |
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| February 12, 2007 |
SC 13G 1 lifecorebiomedical.htm LIFECORE BIOMEDICAL 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* LIFECORE BIOMEDICAL, INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 532187101 (CU |
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| February 9, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2006 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-4136 Lifec |
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| February 8, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 532187101 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 8, 2007 |
SC 13G 1 form13g.htm FORM 13G FILED BY HEALTHINVEST PARTNERS AB, ISSUER LIFECORE BIOMEDICAL, INC. FILED 2007-02-08 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden Hours per response 10.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lifecore Biomedical, Inc. - ( |
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| January 16, 2007 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR SECOND QUARTER ENDED DECEMBER 31, 2006 Meets Q2 Guidance / Maintains FY 2007 Guidance CHASKA, MN. — January 16, 2007 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) today reported net sales of $16.6 million in the second quarter ended December 31, 2006, an increase of 9% over net sales of $15.2 million in the second quarter of fiscal year 2006. Forei |
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| January 16, 2007 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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): January 16, 2007 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of incorpo |
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| December 22, 2006 |
Amendment No. 3 to the Revolving Credit and Security Agreement exv10w1 Exhibit 10.1 LETTER AMENDMENT NO. 3 Dated as of December 19, 2006 M&I Marshall & Ilsley Bank 651 Nicollet Mall Minneapolis, Minnesota 55402-1611 Ladies/Gentlemen: We refer to the Revolving Credit Agreement dated as of December 18, 2002, as amended (the “Credit Agreement”) between you and us. Unless otherwise defined in this letter amendment, terms defined in the Credit Agreement are used i |
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| December 22, 2006 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 22, 2006 |
exv10w1 EXHIBIT 10.1 LIFECORE BIOMEDICAL, INC. 1996 STOCK PLAN (AS AMENDED THROUGH NOVEMBER 16, 2006) TABLE OF CONTENTS SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS 1 SECTION 2. ADMINISTRATION 3 SECTION 3. STOCK SUBJECT TO PLAN 4 SECTION 4. ELIGIBILITY 4 SECTION 5. STOCK OPTIONS 5 SECTION 6. STOCK APPRECIATION RIGHTS 8 SECTION 7. RESTRICTED STOCK 9 SECTION 8. DEFERRED STOCK AWARDS 11 SECTION 9. |
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| November 22, 2006 |
Amendment No.1 to Non-Qualified Stock option Agreement EXHIBIT 10.2 LIFECORE BIOMEDICAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (FOR DIRECTORS) AMENDMENT NO. 1 THIS AMENDMENT NO. 1 (the “Amendment”) to the OPTION AGREEMENT (the “Agreement”) dated as of June 15, 2006 between the parties hereto, is made as of November 20, 2006 between LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the “Company”), and Martin J. Emerson, a director of the Company |
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| November 22, 2006 |
Table of Contents 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: November 16, 2006 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota 41-0948334 (State or othe |
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| November 9, 2006 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 9, 2006 |
exv10w1 Exhibit 10.1 LIFECORE BIOMEDICAL, INC. 1996 STOCK PLAN, AS AMENDED TABLE OF CONTENTS SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS 1 SECTION 2. ADMINISTRATION 3 SECTION 3. STOCK SUBJECT TO PLAN 4 SECTION 4. ELIGIBILITY 4 SECTION 5. STOCK OPTIONS 5 SECTION 6. STOCK APPRECIATION RIGHTS 8 SECTION 7. RESTRICTED STOCK 9 SECTION 8. DEFERRED STOCK AWARDS 11 SECTION 9. TRANSFER, LEAVE OF ABSENCE |
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| October 17, 2006 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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): October 17, 2006 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of incorpo |
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| October 17, 2006 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR FIRST QUARTER ENDED SEPTEMBER 30, 2006 Meets Q1 Guidance / Maintains FY 2007 Guidance CHASKA, MN. — October 17, 2006 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported net sales of $15.0 million in the first quarter ended September 30, 2006, an increase of 12 percent over net sales of $13.4 million in the first quarter of fiscal year 2006 |
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| October 6, 2006 |
DEF 14A 1 c08756def14a.htm DEFINITIVE PROXY STATEMENT Table of Contents OMB APPROVAL OMB Number: 3235-0059 Expires: January 31, 2008 Estimated average burden hours per response 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a |
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| September 28, 2006 |
8-K 1 c08774e8vk.htm FORM 8-K Table of Contents 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: September 20, 2006 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minn |
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| September 19, 2006 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events Table of Contents 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: September 13, 2006 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota 41-0948334 (State or oth |
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| September 19, 2006 |
LIFECORE BIOMEDICAL, INC. Stock Ownership Guidelines EXHIBIT 99.1 LIFECORE BIOMEDICAL, INC. Stock Ownership Guidelines The Board of Directors believes that ownership of common stock of Lifecore Biomedical, Inc. (the “Company”) by the Company’s directors and executive officers demonstrates a commitment to the long-term success of the Company. Accordingly, the Board has adopted these Stock Ownership Guidelines for members of its Board of Directors and |
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| September 19, 2006 |
exv10w1 EXHIBIT 10.1 Lifecore Biomedical FY 2007 Bonus Plan PLAN ADMINISTRATION 1. Purpose of the Plan The purpose of the Lifecore Biomedical (the Company) FY 2007 Bonus Plan (the Plan) is to reward Executive Officers and selected members of the Management Team for the attainment of corporate and individual objectives. 2. Definitions “Base Salary” means the plan participant’s salary in effect at t |
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| September 13, 2006 |
Exhibit 21.1 Lifecore Subsidiaries As of September 9, 2006 State / Country Percentage of Voting Name of Incorporation Securities Owned Implant Support Systems, Inc. Ohio 100 % Sustain, Inc. California 100 % Lifecore Biomedical SpA Italy 100 % Lifecore Biomedical GmbH Germany 100 % Lifecore Biomedical, AB Sweden 100 % Lifecore Biomedical, SAS France 100 % |
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| September 13, 2006 |
Noncompetition and Nonsolicitation Agreement - James G. Hall exv10w29 Exhibit 10.29 NONCOMPETITION AND NONSOLICITATION AGREEMENT This Noncompetition and Nonsolicitation Agreement (“Agreement”) is made effective as of July 10, 2006, by and between Jim Hall (“Executive”), an individual resident of the State of Minnesota, and Lifecore Biomedical, Inc., (“Lifecore”), a corporation organized under the laws of the State of Minnesota. WHEREAS, Executive is employe |
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| September 13, 2006 |
Noncompetition and Nonsolicitation Agreement - Benjamin C. Beckham Exhibit 10.28 NONCOMPETITION AND NONSOLICITATION AGREEMENT This Noncompetition and Nonsolicitation Agreement (“Agreement”) is made effective as of January 3, 2006, by and between Ben Beckham (“Executive”), an individual resident of the State of Texas, and Lifecore Biomedical, Inc., (“Lifecore”), a corporation organized under the laws of the State of Minnesota. WHEREAS, Executive is employed as an |
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| September 13, 2006 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2006 Commission file number: 0-4136 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other jurisdiction (IRS Employ |
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| September 11, 2006 |
Table of Contents 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: September 5, 2006 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota 41-0948334 (State or othe |
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| August 10, 2006 |
exv99w1 Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR ENDED JUNE 30, 2006 Sales Increase 19%; Pro-Forma Profits Up 70% CHASKA, MN. – August 10, 2006 – LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported record net sales of $17.7 million in the fourth quarter ended June 30, 2006, an increase of 19% over net sales of $14.9 million in the fourth quarter of fi |
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| August 10, 2006 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 20, 2006 |
LIFECORE NAMES MARTIN J. EMERSON TO BOARD OF DIRECTORS Exhibit 99.1 LIFECORE NAMES MARTIN J. EMERSON TO BOARD OF DIRECTORS Chaska, MN. June 20, 2006 — LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) announced today that it has appointed Martin J. Emerson to its Board of Directors. Mr. Emerson is President and CEO of American Medical Systems, Inc. (AMS), a leading provider of medical devices and therapies that restore the pelvic health of individuals worldwide |
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| June 20, 2006 |
Table of Contents 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: June 15, 2006 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota (State or other jurisdiction |
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| May 10, 2006 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 18, 2006 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR THIRD QUARTER ENDED MARCH 31, 2006 Pro-Forma Profits Increase 79% CHASKA, MN. — April 18, 2006 – LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported record net sales of $16.8 million in the third quarter ended March 31, 2006, an increase of 18% over net sales of $14.2 million in the third quarter of fiscal year 2005. Foreign currency transla |
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| April 18, 2006 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 21, 2006 |
sc13g OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2006 Estimated average burden hours per response. |
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| February 10, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 532187101 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 9, 2006 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 9, 2006 |
exv10w1 Exhibit 10.1 LIFECORE BIOMEDICAL, INC. 1996 STOCK PLAN, AS AMENDED TABLE OF CONTENTS SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS. 1 SECTION 2. ADMINISTRATION. 3 SECTION 3. STOCK SUBJECT TO PLAN. 4 SECTION 4. ELIGIBILITY. 4 SECTION 5. STOCK OPTIONS. 5 SECTION 6. STOCK APPRECIATION RIGHTS. 8 SECTION 7. RESTRICTED STOCK. 9 SECTION 8. DEFERRED STOCK AWARDS. 11 SECTION 9. TRANSFER, LEAVE OF |
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| January 24, 2006 |
Amended and Restated Articles of Incorporation Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LIFECORE BIOMEDICAL, INC. I. The name of this corporation is Lifecore Biomedical, Inc. II. The purposes for which this corporation is organized are as follows: (a) General business purposes. (b) To do everything necessary, proper, advisable or convenient for the accomplishment of the purposes hereinabove set forth, and to do all other t |
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| January 24, 2006 |
Financial Statements and Exhibits, Other Events Table of Contents 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: January 18, 2006 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota 41-0948334 (State or other |
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| January 24, 2006 |
Exhibit 3.2 AMENDED BYLAWS OF LIFECORE BIOMEDICAL, INC. (Adopted January 18, 2006) ARTICLE I SHAREHOLDERS SECTION 1. The shareholders of this Corporation shall hold an annual meeting in each calendar year at such time and place, within or without the State of Minnesota, as may be designated by the Board of Directors, for the purpose of electing directors, and for the transaction only of such other |
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| January 17, 2006 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): January 17, 2006 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of (Commission File Number) |
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| January 17, 2006 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR SECOND QUARTER ENDED DECEMBER 31, 2005 Maintains Fiscal Year 2006 Guidance CHASKA, MN. — January 17, 2006 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported record net sales of $15.2 million in the second quarter ended December 31, 2005, an increase of 7% over net sales of $14.2 million in the second quarter of fiscal year 2005. Foreign c |
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| January 5, 2006 |
EXHIBIT 99.1 LIFECORE NAMES OFFICER Chaska, MN. January 3, 2006 — LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) announced today that Ben Beckham has been appointed Vice President of Sales & Marketing for the Company’s Oral Restorative Division. “Ben’s promotion recognizes his contribution to our Company,” said Dennis J. Allingham, Lifecore’s President and CEO. “I am confident that Ben will provide the s |
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| January 5, 2006 |
Financial Statements and Exhibits, Other Events Table of Contents 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: January 3, 2006 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnesota 41-0948334 (State or other |
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| December 13, 2005 |
Entry into a Material Definitive Agreement 8-K 1 c00781e8vk.htm FORM 8-K Table of Contents 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: December 7, 2005 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minnes |
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| November 23, 2005 |
Entry into a Material Definitive Agreement 8-K 1 c00326e8vk.htm FORM 8-K Table of Contents 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: November 17, 2005 (Date of earliest event reported) LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-4136 Minne |
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| November 9, 2005 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 19, 2005 |
DEF 14A 1 c98941ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents OMB APPROVAL OMB Number: 3235-0059 Expires: February 28, 2006 Estimated average burden hours per response 12.75 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed |
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| October 12, 2005 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR FIRST QUARTER ENDED SEPTEMBER 30, 2005 Company Increases Fiscal Year 2006 Guidance CHASKA, MN. — October 12, 2005 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported net sales of $13.4 million in the first quarter ended September 30, 2005, an increase of 9 percent over net sales of $12.3 million in the first quarter of fiscal year 2005. Fi |
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| October 12, 2005 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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): October 12, 2005 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of (Commis |
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| October 7, 2005 |
PRE 14A 1 c98941ppre14a.htm PRELIMINARY PROXY STATEMENT Table of Contents OMB APPROVAL OMB Number: 3235-0059 Expires: February 28, 2006 Estimated average burden hours per response 12.75 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed |
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| September 21, 2005 |
e10vkza UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) þ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2005 Commission file number: 0-4136 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other jurisdiction ( |
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| September 14, 2005 |
Table of Contents Registration No. 333- As filed with the Securities and Exchange Commission on September 14, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other jurisdiction of incorporation |
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| September 13, 2005 |
e10vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 13, 2005 |
Exhibit 99.1 RISK FACTORS Uncertainty of Re-release of FeHA FeHA, (formerly labeled as GYNECARE INTERGEL Adhesion Prevention Solution (“INTERGEL Solution”)) was voluntarily withdrawn from the market by ETHICON in March 2003 in order to assess information obtained from postmarketing experience with the product, including allegations of adverse events associated with off-label use in non-conservativ |
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| September 13, 2005 |
Exhibit 10.27 SEPARATION AGREEMENT 1. Andre Decarie (“Decarie”) is an employee of Lifecore Biomedical, Inc. (“Lifecore”), who is hereby separating from his employment with Lifecore. 2. Upon Decarie’s execution of this Separation Agreement (“Agreement”), Lifecore will: a. continue to pay Decarie his current base salary (less all customary withholding and deductions) and to provide Decarie’s current |
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| August 10, 2005 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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): August 10, 2005 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of (Commiss |
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| August 10, 2005 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RECORD RESULTS FOR FOURTH QUARTER and FULL YEAR ENDED JUNE 30, 2005 Company Records Tax Benefit and Will Report Net Income Going Forward As If Fully Taxed CHASKA, MN. – August 10, 2005 – LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) today reported record net sales of $14.8 million in the fourth quarter ended June 30, 2005, an increase of 14 percent over net sale |
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| June 15, 2005 |
DORSEY & WHITNEY LLP 50 South Sixth Street Minneapolis, MN 55402 DORSEY & WHITNEY LLP 50 South Sixth Street Minneapolis, MN 55402 TIMOTHY S. HEARN Partner (612) 340-7802 FAX (612) 340-8738 [email protected] June 15, 2005 VIA EDGAR SUBMISSION Mr. Jim B. Rosenberg Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington DC, 20549 Re: Lifecore Biomedical, Inc. Form 10-K for Fiscal Year Ended June 30, 2004 Filed September 13 |
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| June 15, 2005 |
LIFECORE BIOMEDICAL INC. 3515 Lyman Boulevard Chaska, MN 55318 LIFECORE BIOMEDICAL INC. 3515 Lyman Boulevard Chaska, MN 55318 June 15, 2005 VIA EDGAR SUBMISSION Mr. Jim B. Rosenberg Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington DC, 20549 Re: Lifecore Biomedical, Inc. Form 10-K for Fiscal Year Ended June 30, 2004 Filed September 13, 2004 File No. 0-04136 Dear Mr. Rosenberg: Under cover of this letter, Dorsey & Wh |
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| May 13, 2005 |
Entry into a Material Definitive Agreement 8-K 1 htm4809.htm LIVE FILING 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): May 10, 2005 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction (C |
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| May 9, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2005 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-4136 Lifecore |
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| April 13, 2005 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR THIRD QUARTER ENDED MARCH 31, 2005 Fiscal Year 2005 Guidance Increased CHASKA, MN. — April 13, 2005 – LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported record net sales of $14.1 million in the third quarter ended March 31, 2005, an increase of 13% over net sales of $12.5 million in the third quarter of fiscal year 2004. Favorable foreign c |
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| April 13, 2005 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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):April 13, 2005 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of incorporat |
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| February 11, 2005 |
SC 13G 1 a05-30511sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LIFECORE BIOMEDICAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 532187101 (CUSIP Number) December 31, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 9, 2005 |
Amendment No. 2 to Revolving Credit and Security Agreement EXHIBIT 10.1 LETTER AMENDMENT NO. 2 Dated as of November 17, 2004 M&I Marshall & Ilsley Bank 651 Nicollet Mall Minneapolis, Minnesota 55402-1611 Ladies/Gentlemen: We refer to the Revolving Credit Agreement dated as of December 18, 2002, as amended (the "Credit Agreement") between you and us. Unless otherwise defined in this letter amendment, terms defined in the Credit Agreement are used in this l |
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| February 9, 2005 |
Noncompetition and Nonsolicitation Agreement EXHIBIT 10.3 NONCOMPETITION AND NONSOLICITATION AGREEMENT This Noncompetition and Nonsolicitation Agreement ("Agreement") is made effective as of January 7, 2005, by and between Kipling Thacker ("Executive"), an individual resident of the State of Minnesota, and Lifecore Biomedical, Inc., ("Lifecore"), a corporation organized under the laws of the State of Minnesota. WHEREAS, Executive is employed |
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| February 9, 2005 |
EXHIBIT 10.2 December 22, 2004 Mr. Fred Rosett Corporate Strategic Sourcing Alcon Laboratories, Inc. 6201 South Freeway Fort Worth, Texas 76134-2099 Dear Fred, We hereby confirm Alcon's renewal of the Hyaluronate Purchase Agreement, dated March 28, 1990, and its subsequent amendments, under the following terms and conditions: - Renewal term of four years for the period January 1, 2005 through Dece |
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| February 9, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 13, 2005 |
Entry into a Material Definitive Agreement 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): January 7, 2005 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction (Commission (I.R.S. Employer |
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| January 12, 2005 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RECORD RESULTS FOR SECOND QUARTER ENDED DECEMBER 31, 2004 Fiscal Year 2005 Guidance Increased CHASKA, MN. — January 12, 2005 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported record net sales of $14.1 million in the second quarter ended December 31, 2004, an increase of 22% over net sales of $11.6 million in the second quarter of fiscal year 2004. B |
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| January 12, 2005 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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):January 12, 2005 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of incorpor |
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| December 28, 2004 |
LIFECORE RENEWS SUPPLY AGREEMENT WITH ALCON, INC. Exhibit 99.1 LIFECORE RENEWS SUPPLY AGREEMENT WITH ALCON, INC. CHASKA, MN. December 28, 2004 – LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that it has renewed its supply agreement with Alcon, Inc. (NYSE: ACL), a global eye care company with principal U.S. operations in Fort Worth, Texas. Lifecore supplies hyaluronan to Alcon, the market leader in ophthalmic products, for use in Viscoa |
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| December 28, 2004 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 22, 2004 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction (Commission (I.R.S. Employe |
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| November 22, 2004 |
Lifecore Biomedical, Inc. (Form: 8-K) 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): November 17, 2004 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other ju |
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| November 9, 2004 |
Form of Change of Control Agreement EXHIBIT 10.3 CHANGE OF CONTROL AGREEMENT This Agreement is made as of , , between Lifecore Biomedical, Inc. a Minnesota corporation (the "Company"), and ("Employee"), residing at . WITNESSETH THAT: WHEREAS, the Company believes that it is in the best interests of the Company to maintain management capable of protecting and enhancing the best interests of the Company and its shareholders; and WHERE |
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| November 9, 2004 |
Form of Option Agreement for Employees' 1996 Stock Plan EXHIBIT 10.1 LIFECORE BIOMEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENT THIS OPTION AGREEMENT is made as of the day of between Lifecore Biomedical, Inc., a Minnesota corporation (hereinafter called the "Company"), and , an employee of the Company or one or more of its subsidiaries (hereinafter called the "Optionee"). WHEREAS, the Company desires, by affording the Optionee an opportunity to purchas |
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| November 9, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2004 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-4136 Lifec |
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| November 9, 2004 |
EXHIBIT 10.4 CHANGE OF CONTROL AGREEMENT This Agreement is made as of June 17, 2004, between Lifecore Biomedial, Inc. a Minnesota corporation (the "Company"), and Dennis J. Allingham ("Employee"). WITNESSETH THAT: WHEREAS, the Company believes that it is in the best interests of the Company to maintain management capable of protecting and enhancing the best interests of the Company and its shareho |
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| November 9, 2004 |
Form of Option Agreement for Directors' 1996 Stock Plan EXHIBIT 10.2 LIFECORE BIOMEDICAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (FOR DIRECTORS) THIS OPTION AGREEMENT is made as of the day of , between LIFECORE BIOMEDICAL, INC. a Minnesota corporation (the "Company"), and , an employee of, or a consultant to the Company (the "Optionee"). The Company desires, by affording the Optionee an opportunity to purchase shares of its Common Stock, of the par |
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| November 9, 2004 |
Form of Noncompetition Agreement EXHIBIT 10.5 NONCOMPETITION AND NONSOLICITATION AGREEMENT This Noncompetition and Nonsolicitation Agreement ("Agreement") is made effective as of , , by and between ("Executive"), an individual resident of the State of Minnesota, and Lifecore Biomedical, Inc., ("Lifecore"), a corporation organized under the laws of the State of Minnesota. WHEREAS, Executive is employed as an executive officer of L |
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| November 8, 2004 |
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): November 4, 2004 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction (Commission (I.R.S. Employer |
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| November 8, 2004 |
LIFECORE ADDS DIRECTOR and NAMES OFFICER EXHIBIT 99.1 LIFECORE ADDS DIRECTOR and NAMES OFFICER Chaska, MN. November 8, 2004 – LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) announced today that Luther T. Griffith has been appointed to its Board of Directors and Kipling Thacker, Ph.D. has been appointed Vice President of New Business Development. Mr. Griffith has over 25 years of executive and financial management experience in both public and p |
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| November 1, 2004 |
EXHIBIT 10.1 LIFECORE BIOMEDICAL, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT AWARDED TO AWARD DATE NUMBER OF SHARES OF RESTRICTED STOCK MARKET PRICE ON DATE OF AWARD SOCIAL SECURITY NUMBER 1. The Award. Lifecore Biomedical, Inc., a Minnesota corporation (“Lifecore”), hereby grants to you as of the above Award Date the above number of restricted shares of Lifecore common stock, par value $.01 pe |
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| November 1, 2004 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 26, 2004 Lifecore Biomedical, Inc. (Exact name of registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction (Commission (I.R.S. Employer |
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| October 13, 2004 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR FIRST QUARTER ENDED SEPTEMBER 30, 2004 Company Posts Record Quarterly Net Income and Increases Fiscal Year 2005 Guidance CHASKA, MN. — October 13, 2004 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported net sales of $12.2 million in the first quarter ended September 30, 2004, an increase of 23 percent over net sales of $9.9 million in the |
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| October 13, 2004 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents 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):October 13, 2004 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of incorpor |
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| October 7, 2004 |
DEF 14A 1 c88480ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [ ] Confidential, f |
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| September 23, 2004 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits Table of Contents 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):September 20, 2004 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of incorp |
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| September 23, 2004 |
Contact: Dennis J. Allingham, President and CEO David M. Noel, Vice President of Finance and CFO Exhibit 99.1 LIFECORE SECURES WORLDWIDE MARKETING RIGHTS TO ANTI-ADHESION PRODUCT CHASKA, MN. — September 20, 2004 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that it has secured worldwide marketing rights to its ferric hyaluronan adhesion prevention product from Ethicon, Inc. Lifecore’s product, which was previously marketed by Gynecare, a division of Ethicon, Inc. (“Gynecare”), un |
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| September 13, 2004 |
Exhibit 99.1 RISK FACTORS Lack of sustained Profitability; Possible Need for Future Financing The Company recorded net income of $707,000 for the year ended June 30, 2004 and losses of $355,000 and $4,717,000 for the years ended June 30, 2003 and 2002, respectively. Charges for unused manufacturing capacity associated with the Company’s hyaluronan production negatively impacted operating results i |
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| September 13, 2004 |
EX-10.13 Reimbursement Agreement Exhibit 10.13 REIMBURSEMENT AGREEMENT BY AND BETWEEN LIFECORE BIOMEDICAL, INC. AND M&I MARSHALL & ILSLEY BANK IN CONNECTION WITH $5,699,411.00 LETTER OF CREDIT Dated As Of: August 1, 2004 This Instrument Was Drafted By: WINTHROP & WEINSTINE, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, Minnesota 55402 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 SECTION 1.1. Defined Terms 1 SECTION 1.2. |
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| September 13, 2004 |
EX-10.6 2003 Stock Incentive Plan exv10w6 Exhibit 10.6 LIFECORE BIOMEDICAL, INC. 2003 STOCK INCENTIVE PLAN SEPTEMBER 24, 2003 Table of Contents Section 1. Purpose 1 Section 2. Definitions 1 Section 3. Administration 3 (a) Power and Authority of the Committee 3 (b) Delegation 3 (c) Power and Authority of the Board 4 Section 4. Shares Available for Awards 4 (a) Shares Available 4 (b) Accounting for Awards 4 (c) Adjustments 4 (d) Awa |
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| September 13, 2004 |
Exhibit 4.2 $5,630,000 City of Chaska, Minnesota Variable Rate Demand Purchase Revenue Bonds (Lifecore Biomedical, Inc. Project) Series 2004 INDENTURE OF TRUST Dated as of August 1, 2004 Between CITY OF CHASKA, MINNESOTA and WELLS FARGO BANK, NATIONAL ASSOCIATION This instrument was drafted by: Dorsey & Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402-1498 TABLE OF CONTENT |
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| September 13, 2004 |
Exhibit 10.15 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made as of this 1st day of August, 2004, by LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the “Debtor”), in favor of M&I MARSHALL & ILSLEY BANK, a Wisconsin state banking corporation (the “Secured Party”). In order to secure the payment of the obligations of the Debtor to the Secured Party pursuant to that certain |
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| September 13, 2004 |
Exhibit 10.9 $5,630,000 City of Chaska, Minnesota Variable Rate Demand Purchase Revenue Bonds (Lifecore Biomedical, Inc. Project) Series 2004 LOAN AGREEMENT Dated as of August 1, 2004 Between CITY OF CHASKA, MINNESOTA and LIFECORE BIOMEDICAL, INC. This instrument was drafted by: Dorsey & Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402-1498 $5,630,000 City of Chaska, Minne |
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| September 13, 2004 |
EX-10.16 Pledge and Security Agreement Exhibit 10.16 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT is made as of the 1st day of August, 2004, among LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the “Pledgor”), M&I MARSHALL & ILSLEY BANK, a Wisconsin state banking corporation (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Agent”). R E C I T A L S: WHE |
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| September 13, 2004 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2004 Commission file number: 0-4136 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0948334 (State or other jurisdiction (IRS Employ |
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| September 13, 2004 |
EX-10.17 Bond Purchase Agreement exv10w17 Exhibit 10.17 $5,630,000 CITY OF CHASKA, MINNESOTA VARIABLE RATE DEMAND PURCHASE REVENUE BONDS (LIFECORE BIOMEDICAL, INC. PROJECT), SERIES 2004 BOND PURCHASE AGREEMENT August 19, 2004 Between CITY OF CHASKA, MINNESOTA, LIFECORE BIOMEDICAL, INC. and NORTHLAND SECURITIES, INC. This document drafted by: Dorsey & Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402-1498 $ |
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| September 13, 2004 |
EX-10.12 Irrevocable Letter of Credit Exhibit 10.12 August 19, 2004 IRREVOCABLE LETTER OF CREDIT NUMBER SB/IRB 314 BENEFICIARY APPLICANT Wells Fargo Bank, National Association Lifecore Biomedical, Inc. Sixth Street and Marquette Avenue 3515 Lyman Boulevard Minneapolis, Minnesota 55479 Chaska, Minnesota 55318 AMOUNT USD $5,699,411.00 EXPIRY DATE September 15, 2007 Wells Fargo Bank, National Association, as Trustee (the “Trustee”) under |
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| September 13, 2004 |
EX-10.11 Tax Exemption Agreement Exhibit 10.11 $5,630,000 City of Chaska, Minnesota Variable Rate Demand Purchase Revenue Bonds (Lifecore Biomedical, Inc. Project), Series 2004 TAX EXEMPTION AGREEMENT Dated as of August 1, 2004 By and Between CITY OF CHASKA, MINNESOTA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and LIFECORE BIOMEDICAL, INC. This instrument drafted by: Dorsey & Whitney LLP Suite 1500 50 South Sixth Stre |
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| September 13, 2004 |
EX-10.10 Remarketing Agreement Exhibit 10.10 $5,630,000 City of Chaska, Minnesota Variable Rate Demand Purchase Revenue Bonds (Lifecore Biomedical, Inc. Project) Series 2004 REMARKETING AGREEMENT Dated as of August 1, 2004 Between LIFECORE BIOMEDICAL, INC. and NORTHLAND SECURITIES, INC. This document drafted by: Dorsey & Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, MN 55402-1498 REMARKETING AGREEMENT This REMARKETI |
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| September 13, 2004 |
EX-10.14 Mortgage, Security Agreement, Assignment of Leases and Rents Exhibit 10.14 MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MAXIMUM PRINCIPAL AMOUNT OF THE OBLIGATIONS SECURED BY THIS MORTGAGE IS $5,699,411.00, TOGETHER WITH SUCH ADDITIONAL AMOUNTS AS MAY BE ADVANCED BY LENDER AND FOR WHICH NO MORTGAGE REGISTRATION TAX IS PAYABLE PURSUANT TO MINNESOTA |
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| August 10, 2004 |
Table of Contents 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):August 10, 2004 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of (Commissi |
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| August 10, 2004 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR FOURTH QUARTER and FULL YEAR ENDED JUNE 30, 2004 Company Posts Record Sales in Quarter and Year CHASKA, MN. – August 10, 2004 – LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported record net sales of $13.0 million in the fourth quarter ended June 30, 2004, an increase of 14 percent over net sales of $11.4 million in the fourth quarter of fis |
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| July 22, 2004 |
Table of Contents 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 21, 2004 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of (Commissio |
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| July 22, 2004 |
LIFECORE SIGNS EXCLUSIVE AGREEMENT WITH ADVANCED MEDICAL OPTICS. Exhibit 99.1 LIFECORE SIGNS EXCLUSIVE AGREEMENT WITH ADVANCED MEDICAL OPTICS. CHASKA, MN. July 21, 2004 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that it has signed an agreement with Advanced Medical Optics (AMO), an ophthalmic medical device company based in Santa Ana, California, to supply Lifecore’s hyaluronan-based viscoelastic under private label. The agreement is for a term |
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| June 14, 2004 |
Table of Contents 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): June 9, 2004 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of (Commission |
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| June 14, 2004 |
LIFECORE INTRODUCES INTERNAL HEX IMPLANT SYSTEM Exhibit 99.1 LIFECORE INTRODUCES INTERNAL HEX IMPLANT SYSTEM Chaska, MN. June 9, 2004 —LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announces the introduction of the RENOVA™ Internal Hex Dental Implant System which includes straight and tapered implants for expanded patient treatment options. RENOVA implants also feature Lifecore’s proven RBM surface treatment, which increases bone-to-implant contact, |
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| May 12, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2004 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number O-4136 Lifec |
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| April 13, 2004 |
Exhibit 99.1 LIFECORE BIOMEDICAL REPORTS RESULTS FOR THIRD QUARTER ENDED MARCH 31, 2004 CHASKA, MN. — April 13, 2004 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported record net sales of $12.5 million in the third quarter ended March 31, 2004, an increase of six percent over net sales of $11.8 million in the third quarter of fiscal year 2003. Favorable foreign currency translation comparis |
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| April 13, 2004 |
Table of Contents 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): April 13, 2004 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of incorpora |
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| March 12, 2004 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 12, 2004 |
exv99w1 Exhibit 99.1 LIFECORE NAMES OFFICERS Chaska, MN. March 11, 2004 — LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) announced today that Larry Hiebert has been appointed Vice President of Operations and David Noel has been appointed Vice President of Finance and Chief Financial Officer. “The promotions of Larry and Dave recognize their respective contributions to our company,” said Dennis J. Allingh |
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| February 17, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2003 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number O-4136 Lifeco |
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| February 11, 2004 |
Table of Contents 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): February 10, 2004 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of (Commi |
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| February 11, 2004 |
LIFECORE NAMES NEW PRESIDENT AND CEO Exhibit 99.1 LIFECORE NAMES NEW PRESIDENT AND CEO Chaska, MN. February 10, 2004 —LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that Dennis J. Allingham has been appointed President and Chief Executive Officer and to the Board of Directors. Mr. Allingham previously served as Executive Vice President, Chief Financial Officer and General Manager of the Hyaluronan and Oral Restorative Divis |
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| January 21, 2004 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 21, 2004 |
LIFECORE SIGNS SUPPLY AGREEMENT WITH HEXAL AG FOR HYALURONAN KNEE THERAPEUTIC PRODUCT. exv99w1 Exhibit 99.1 LIFECORE SIGNS SUPPLY AGREEMENT WITH HEXAL AG FOR HYALURONAN KNEE THERAPEUTIC PRODUCT. CHASKA, MN. January 20, 2004 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that it has signed an exclusive agreement with HEXAL AG, a pharmaceutical company based in Holzkirchen, Germany, to supply Lifecore’s generic Hyaluronan knee-injection therapeutic product in Europe. The a |
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| January 15, 2004 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 15, 2004 |
LIFECORE REPORTS FISCAL SECOND QUARTER 2004 FINANCIAL RESULTS Exhibit 99.1 LIFECORE REPORTS FISCAL SECOND QUARTER 2004 FINANCIAL RESULTS CHASKA, MN. January 13, 2004 — LIFECORE BIOMEDICAL, INC. (Nasdaq: LCBM) today reported consolidated revenue of $11,558,000 for the second fiscal quarter ended December 31, 2003, an increase of 13 percent from the $10,262,000 recorded for the second quarter of a year ago. For the six-month period, the Company recorded revenu |
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| November 10, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2003 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number O-4136 L |
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| November 10, 2003 |
EX-10.1 Employment Agreement - James W. Bracke EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made effective as of October 16, 2003, by and between James W. Bracke ("Executive"), an individual resident of the State of Minnesota, and Lifecore Biomedical, Inc., ("Lifecore"), a corporation organized under the laws of the State of Minnesota. WHEREAS, Executive joined Lifecore in 1984; WHEREAS, in June 1991, the partie |
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| October 31, 2003 |
LIFECORE SIGNS AGREEMENT FOR EXCLUSIVE DISTRIBUTION OF DENTAL PRODUCTS IN FRANCE. EX-99.1 3 c80457exv99w1.htm EX-99.1 PRESS RELEASE Exhibit 99.1 LIFECORE SIGNS AGREEMENT FOR EXCLUSIVE DISTRIBUTION OF DENTAL PRODUCTS IN FRANCE. CHASKA, MN. October 29, 2003 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that it has signed an exclusive distribution agreement with Bardo-Biotech SAS (“BBS”) of Toulouse, France, to distribute Lifecore’s oral restorative products in France |
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| October 31, 2003 |
Table of Contents 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): October 29, 2003 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of incorpo |
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| October 15, 2003 |
LIFECORE REPORTS FIRST QUARTER FINANCIAL RESULTS; GUIDANCE MAINTAINED LIFECORE REPORTS FIRST QUARTER FINANCIAL RESULTS; GUIDANCE MAINTAINED CHASKA, MN. October 14, 2003— LIFECORE BIOMEDICAL, INC. (Nasdaq:LCBM) today reported consolidated revenue of $9,947,000 for the first quarter ended September 30, 2003, an increase of 11 percent over $8,972,000 recorded for the same quarter of a year ago. The Company reported a consolidated loss of $843,000, or $0.07 per share, f |
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| October 15, 2003 |
Table of Contents 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):October 14, 2003 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of incorpor |
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| October 14, 2003 |
DEF 14A 1 c79929ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [ ] Confidential, f |
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| October 3, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2003 Commission file number: 0-4136 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota (State or other jurisdiction of incorporation o |
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| September 26, 2003 |
EX-10.21 Amendment to Revolving Credit Agreement EXHIBIT 10.21 LETTER AMENDMENT NO. 1 Dated as of June 27, 2003 M&I Marshall & Ilsley Bank 651 Nicollet Mall Minneapolis, Minnesota 55402-1611 Ladies/Gentlemen: We refer to the Revolving Credit Agreement dated as of December 18, 2002 (the "Credit Agreement") between you and us. Unless otherwise defined in this letter amendment, terms defined in the Credit Agreement are used in this letter amendment |
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| September 26, 2003 |
Exhibit 99.1 RISK FACTORS LACK OF PROFITABILITY; POSSIBLE NEED FOR FUTURE FINANCING The Company recorded net losses of $355,000, $4,717,000 and $3,701,000 for the years ended June 30, 2003, 2002 and 2001. Charges for unused manufacturing capacity associated with the Company's hyaluronan production negatively impacted operating results in fiscal 2003, 2002 and 2001. These charges are a result of ET |
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| September 26, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2003 Commission file number: 0-4136 LIFECORE BIOMEDICAL, INC. (Exact name of registrant as specified in its charter) Minnesota (State or other jurisdiction of incorporation or or |
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| September 26, 2003 |
EX-10.1 Waiver and Amendment Agreement EXHIBIT 10.1 WAIVER AND AMENDMENT AGREEMENT WHEREAS, the City of Chaska, Minnesota (the "Municipality") and Lifecore Biomedical, Inc., a Minnesota corporation (the "Borrower") entered into a certain Loan Agreement dated as of September 1, 1990 (the "Loan Agreement"), which agreement was assigned by the Municipality to Norwest Bank Minnesota, National Association, as Trustee (the "Trustee") pursuan |
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| September 10, 2003 |
Table of Contents 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): September 9, 2003 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of incorp |
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| September 10, 2003 |
Exhibit 99.1 LIFECORE PREVAILS OVER STRAUMANN IN TRADE DRESS LAWSUIT. CHASKA, MN. September 9, 2003 — LIFECORE BIOMEDICAL, INC. (Nasdaq:LCBM) announced today that United States District Court for the District of Massachusetts has dismissed The Straumann Company’s (“Straumann”) lawsuit against Lifecore relating to its Stage-1™ Single Stage Dental Implant System. Straumann sued Lifecore in March of |
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| August 12, 2003 |
LIFECORE REPORTS FISCAL 2003 FOURTH QUARTER AND YEAR-END FINANCIAL RESULTS. EXHIBIT 99.1 LIFECORE REPORTS FISCAL 2003 FOURTH QUARTER AND YEAR-END FINANCIAL RESULTS. CHASKA, MN. August 12, 2003 — LIFECORE BIOMEDICAL, INC. (Nasdaq:LCBM) today reported revenue of $11,374,000 for the fourth quarter ended June 30, 2003, a decrease of three percent when compared to $11,722,000 recorded for the fourth quarter of a year ago. For the year ended June 30, 2003, annual revenue increa |
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| August 12, 2003 |
Table of Contents 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):August 12, 2003 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of incorpora |
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| May 13, 2003 |
EX-99.2 Certification Pursuant to 18 USC Sec. 1350 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Lifecore Biomedical, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dennis J. Allingham, Executive Vice Preside |
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| May 13, 2003 |
EX-99.1 Certification Pursuant to 18 USC Sec. 1350 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Lifecore Biomedical, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James W. Bracke, President and Chief Execut |
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| May 13, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2003 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number O-4136 Lifec |
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| April 17, 2003 |
LIFECORE REPORTS THIRD QUARTER FINANCIAL RESULTS CHASKA, MN. APRIL 15, 2003 - LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) today reported record quarterly revenue of $11,833,000 for the third quarter ended March 31, 2003, an increase of 15% from $10,254,000 reported for the same period of a year ago. Revenue for the current nine-month period also increased 15% to $31,067,000 compared to $27,072,000 rep |
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| April 17, 2003 |
Table of Contents 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): April 15, 2003 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota 0-4136 41-0948334 (State or other jurisdiction of (Commissi |
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| March 31, 2003 |
Exhibit 99.1 GYNECARE VOLUNTARILY SUSPENDS MARKETING AND SALES OF ANTI- ADHESION PRODUCT PENDING EVALUATION OF POSTMARKETING EVENTS. CHASKA, MN. MARCH 27, 2003 — LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM) announced today that GYNECARE has voluntarily suspended global marketing and sales of Lifecore’s ferric hyaluronan adhesion prevention product, GYNECARE INTERGEL* Adhesion Prevention Solution (“INT |
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| March 31, 2003 |
Table of Contents 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): March 27, 2003 Lifecore Biomedical, Inc. (Exact name of Registrant as specified in its charter) Minnesota O-4136 41-0948334 (State or other jurisdiction of (Commissi |
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| February 28, 2003 |
Page 9 of 12 Pages Exhibit 99.2 Vertical Stock Sale Plan This Stock Sale Plan (this “Plan”) is entered into this 21st day of February, 2003 between Vertical Fund I, L.P. & Vertical Fund II, L.P. (together, the “Participant”) and U.S. Bancorp Piper Jaffray Inc. (the “Broker”). Recitals The Participant desires to establish this Plan to systematically sell shares of common stock (the “Stock”), of Lif |
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| February 28, 2003 |
SEC 1746 (11-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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| February 13, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2002 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number O-4136 Lifeco |
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| February 13, 2003 |
EX-10.1 Revolving Credit and Security Agreement EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT Dated as of December 18, 2002 LifeCore Biomedical, Inc., a Minnesota corporation (the "Borrower"), located at 3515 Lyman Boulevard, Chaska, MN 55318 and M&I Marshall and Ilsley Bank, a Wisconsin state banking corporation (the "Bank"), located at 651 Nicollet Mall, Minneapolis, Minnesota 55402-1611, agree as follows: ARTICLE I. DEFINITIONS Section 1.1. Defini |
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| February 13, 2003 |
EX-99.2 Certification Pursuant to 18 USC Sec. 1350 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Lifecore Biomedical, Inc. (the "Company") on Form 10-Q for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dennis J. Allingham, Executive Vice Pres |
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| February 13, 2003 |
EX-99.1 Certification Pursuant to 18 USC Sec. 1350 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Lifecore Biomedical, Inc. (the "Company") on Form 10-Q for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James W. Bracke, President and Chief Exe |
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| November 12, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2002 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-4136 Lifec |
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| November 12, 2002 |
EX-10.1 Amendment to Credit and Security Agreement EXHIBIT 10.1 AMENDMENT NO. 5 TO CREDIT AND SECURITY AGREEMENT THIS AMENDMENT NO. 5 TO CREDIT AND SECURITY AGREEMENT ("Amendment") is made and entered into this 7th day of November, 2002, by and between LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Lender"). RECITALS: A. The Borrower and the Lender are p |
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| November 12, 2002 |
EX-99.1 Certification Pursuant to 18 USC Sec. 1350 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Lifecore Biomedical, Inc. (the "Company") on Form 10-Q for the Three months ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James W. Bracke, President and Ch |
