As
filed with the Securities and Exchange Commission on January
20, 2010
Registration
No. 333- 129895
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
LANDEC
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
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94-3025618
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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3603
Haven Street
Menlo
Park, California 94025
(Address
of principal executive offices, including zip code)
LANDEC
CORPORATION 2005 STOCK INCENTIVE PLAN
(Full
title of the plan)
Gary
Steele
President
& Chief Executive Officer
Landec
Corporation
3603
Haven Avenue
Menlo
Park, CA 94025-1010
(Name
and address of agent for service)
(650)
306-1650
(Telephone
number, including area code, of agent for service)
Copy
to:
Geoffrey
Leonard, Esq.
Ropes
& Gray LLP
One
Embarcadero Center
Suite
2200
San
Francisco, CA 94111-3711
(415)
315-6300
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated
filer
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¨
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Smaller reporting company
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¨
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DEREGISTRATION
OF UNSOLD SHARES
Landec
Corporation (the “Registrant”) is filing this Post-Effective Amendment No.1 to
Form S-8 Registration Statement (the “Amendment”) in order to deregister certain
securities originally registered by the Registrant pursuant to its Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
November 22, 2005, file number 333-129895 (the “2005 Form S-8”) for offer or
sale pursuant to the Registrant’s 2005 Stock Incentive Plan (the “2005
Plan”). A total of 861,038 shares of the Registrant’s Common Stock
were registered under the 2005 Form S-8.
On
October 15, 2009, the stockholders of the Registrant approved the Landec
Corporation 2009 Stock Incentive Plan (the “2009 Plan”). As of
October 15, 2009, no awards could be made under the 2005
Plan. The total number of shares of Common Stock available for grant
under the 2005 Plan, but not actually subject to outstanding awards, as of
October 14, 2009, was 12,475 (the “Excess Shares”). The Excess Shares
are hereby deregistered. In accordance with Rule 457 of the
Securities Act of 1933, as amended, this Amendment is hereby filed to
carry over the portion of the registration fee ($10.09) paid for the
Excess Shares that were previously registered pursuant to the 2005 Form
S-8.
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Menlo Park, State of
California, on this 20th day
of January, 2010.
LANDEC
CORPORATION
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By:
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/s/
Gregory S.
Skinner
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Gregory
S. Skinner
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Chief
Financial Officer and
Vice
President of Finance and
Administration
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