Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.58M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 36K
3: EX-10.39 Material Contract HTML 113K
4: EX-21.1 Subsidiaries List HTML 30K
5: EX-23.1 Consent of Expert or Counsel HTML 29K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
16: R1 Cover Page HTML 93K
17: R2 Consolidated Balance Sheets HTML 126K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 37K
19: R4 Consolidated Statements of Operations HTML 162K
20: R5 Consolidated Statements of Comprehensive (Loss) HTML 50K
Income
21: R6 Consolidated Statements of Comprehensive (Loss) HTML 31K
Income (Parenthetical)
22: R7 Consolidated Statements of Changes in HTML 101K
Stockholders' Equity
23: R8 Consolidated Statements of Cash Flows HTML 139K
24: R9 Organization, Basis of Presentation, and Summary HTML 289K
of Significant Accounting Policies
25: R10 Acquisitions HTML 59K
26: R11 Investment in Non-public Company HTML 38K
27: R12 Property and Equipment HTML 61K
28: R13 Goodwill and Intangible Assets HTML 113K
29: R14 Stock-based Compensation and Stockholders? Equity HTML 149K
30: R15 Debt HTML 56K
31: R16 Income Taxes HTML 176K
32: R17 Leases HTML 157K
33: R18 Commitments and Contingencies HTML 42K
34: R19 Business Segment Reporting HTML 166K
35: R20 Quarterly Consolidated Financial Information HTML 91K
(Unaudited)
36: R21 Discontinued Operations HTML 76K
37: R22 Restructuring Costs HTML 59K
38: R23 Subsequent Events HTML 37K
39: R24 Organization, Basis of Presentation, and Summary HTML 245K
of Significant Accounting Policies (Policies)
40: R25 Organization, Basis of Presentation, and Summary HTML 240K
of Significant Accounting Policies (Tables)
41: R26 Acquisitions (Tables) HTML 51K
42: R27 Property and Equipment (Tables) HTML 57K
43: R28 Goodwill and Intangible Assets (Tables) HTML 180K
44: R29 Stock-based Compensation and Stockholders? Equity HTML 146K
(Tables)
45: R30 Debt (Tables) HTML 53K
46: R31 Income Taxes (Tables) HTML 171K
47: R32 Leases (Tables) HTML 120K
48: R33 Business Segment Reporting (Tables) HTML 165K
49: R34 Quarterly Consolidated Financial Information HTML 91K
(Unaudited) (Tables)
50: R35 Discontinued Operations (Tables) HTML 77K
51: R36 Restructuring Costs (Tables) HTML 57K
52: R37 Organization, Basis of Presentation, and Summary HTML 169K
of Significant Accounting Policies - Narrative
(Details)
53: R38 Organization, Basis of Presentation, and Summary HTML 52K
of Significant Accounting Policies - Components of
Other Comprehensive Income (Details)
54: R39 Organization, Basis of Presentation, and Summary HTML 39K
of Significant Accounting Policies - Allowance for
Sales Returns and Doubtful Accounts (Details)
55: R40 Organization, Basis of Presentation, and Summary HTML 39K
of Significant Accounting Policies - Contract
Assets and Liabilities Narrative (Details)
56: R41 Organization, Basis of Presentation, and Summary HTML 57K
of Significant Accounting Policies -
Disaggregation of Revenue (Details)
57: R42 Organization, Basis of Presentation, and Summary HTML 41K
of Significant Accounting Policies -
Reconciliation of Cash, Cash Equivalents (Details)
58: R43 Organization, Basis of Presentation, and Summary HTML 37K
of Significant Accounting Policies - Components of
Inventories (Details)
59: R44 Organization, Basis of Presentation, and Summary HTML 73K
of Significant Accounting Policies - Diluted Net
Income Per Share (Details)
60: R45 Organization, Basis of Presentation, and Summary HTML 40K
of Significant Accounting Policies - Fair Value of
Contingent Consideration Liability (Details)
61: R46 Organization, Basis of Presentation, and Summary HTML 50K
of Significant Accounting Policies - Significant
Unobservable Inputs Used in Discounted Cash Flow
Models (Details)
62: R47 Organization, Basis of Presentation, and Summary HTML 38K
of Significant Accounting Policies - Assumptions
Used in Discounted Cash Flow Models (Details)
63: R48 Organization, Basis of Presentation, and Summary HTML 55K
of Significant Accounting Policies - Fair Value of
Assets and Liabilities (Details)
64: R49 Organization, Basis of Presentation, and Summary HTML 49K
of Significant Accounting Policies - Fair Value
Reconciliation of Level 3 (Details)
65: R50 Acquisitions - Narrative (Details) HTML 120K
66: R51 Acquisitions - Schedule of Business Acquisitions HTML 37K
(Details)
67: R52 Acquisitions - Schedule of Purchase Price HTML 71K
Allocation (Details)
68: R53 Investment in Non-public Company (Details) HTML 78K
69: R54 Property and Equipment - Components of Property HTML 63K
and Equipment (Details)
70: R55 Property and Equipment - Narrative (Details) HTML 65K
71: R56 Goodwill and Intangible Assets - Changes in HTML 39K
Goodwill (Details)
72: R57 Goodwill and Intangible Assets - Narrative HTML 73K
(Details)
73: R58 Goodwill and Intangible Assets - Other Intangible HTML 63K
Assets (Details)
74: R59 Stock-based Compensation and Stockholders? Equity HTML 79K
- Narrative (Details)
75: R60 Stock-based Compensation and Stockholders? Equity HTML 52K
- Weighted Average Assumptions (Details)
76: R61 Stock-based Compensation and Stockholders? Equity HTML 75K
- Stock Options Outstanding and Exercisable
(Details)
77: R62 Stock-based Compensation and Stockholders? Equity HTML 53K
- Stock-based Compensation Activity (Details)
78: R63 Stock-based Compensation and Stockholders? Equity HTML 39K
- Summary of Stock-based Compensation by Income
Statement Line Item (Details)
79: R64 Debt - Narrative (Details) HTML 119K
80: R65 Debt - Long-term Debt (Details) HTML 44K
81: R66 Debt - Future Minimum Principal Payments of Debt HTML 37K
(Details)
82: R67 Income Taxes - Narrative (Details) HTML 70K
83: R68 Income Taxes - Provision for Income Taxes HTML 54K
(Details)
84: R69 Income Taxes - Income Tax Rate Reconciliation HTML 57K
(Details)
85: R70 Income Taxes - Deferred Tax Assets and Liabilities HTML 68K
(Details)
86: R71 Income Taxes - Unrecognized Tax Benefits (Details) HTML 43K
87: R72 Leases - Narrative (Details) HTML 63K
88: R73 Leases - Schedule of Lease Costs (Details) HTML 54K
89: R74 Leases - Maturity Analysis of Operating and HTML 100K
Finance Lease Liabilities (Details)
90: R75 Leases - Future Minimum Annual Lease Payments HTML 46K
Under Operating Leases (Details)
91: R76 Leases - Future Minimum Annual Lease Payments HTML 54K
Under Capital Lease (Details)
92: R77 Leases - Supplemental Cash Flow Information HTML 39K
(Details)
93: R78 Commitments and Contingencies (Details) HTML 57K
94: R79 Business Segment Reporting - Narrative (Details) HTML 33K
95: R80 Business Segment Reporting - Property and HTML 36K
Equipment, Net by Geographic Region (Details)
96: R81 Business Segment Reporting - Sales by Geographic HTML 47K
Area (Details)
97: R82 Business Segment Reporting - Operations by HTML 93K
Business Segment (Details)
98: R83 Quarterly Consolidated Financial Information HTML 67K
(Unaudited) (Details)
99: R84 Discontinued Operations - Assets and Liabilities HTML 87K
of Discontinued Operations (Details)
100: R85 Discontinued Operations - Narrative (Details) HTML 37K
101: R86 Restructuring Costs - Narrative (Details) HTML 46K
102: R87 Restructuring Costs - Schedule of Costs (Details) HTML 56K
103: R88 Subsequent Events (Details) HTML 68K
105: XML IDEA XML File -- Filing Summary XML 194K
15: XML XBRL Instance -- lndc-20200531_htm XML 4.41M
104: EXCEL IDEA Workbook of Financial Reports XLSX 153K
11: EX-101.CAL XBRL Calculations -- lndc-20200531_cal XML 439K
12: EX-101.DEF XBRL Definitions -- lndc-20200531_def XML 1.06M
13: EX-101.LAB XBRL Labels -- lndc-20200531_lab XML 2.65M
14: EX-101.PRE XBRL Presentations -- lndc-20200531_pre XML 1.66M
10: EX-101.SCH XBRL Schema -- lndc-20200531 XSD 229K
106: JSON XBRL Instance as JSON Data -- MetaLinks 597± 895K
107: ZIP XBRL Zipped Folder -- 0001005286-20-000004-xbrl Zip 553K
‘EX-4.1’ — Instrument Defining the Rights of Security Holders
The following description of the capital stock of Landec Corporation (the “Company,”“we,”“us,” and “our”) is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our certificate of incorporation, which has been publicly filed with the Securities and Exchange
Commission.
Our authorized capital stock consists of:
•50,000,000 shares of common stock, $0.001 par value; and
•2,000,000 shares of preferred stock, $0.001 par value.
Common Stock
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. In any election of directors, a director nominee shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (with abstentions not counted as a vote cast either for or against that nominee’s election) by the stockholders entitled to vote on the election. Any director or our entire board of directors (the “Board”)
may be removed, with or without cause, and any vacancies on the Board may be filled, by the holders of a majority of the shares then entitled to vote at an election of directors. Amendments to our bylaws may be adopted by the affirmative vote of a majority in voting power of all of the then outstanding shares of the voting stock of the Company entitled to vote. All other matters shall be decided by the affirmative vote of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at a meeting by the holders entitled to vote thereon.
Holders of common stock are entitled to receive proportionately any dividends as may be declared by our Board, subject to any preferential dividend rights of outstanding preferred stock.
In
the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive proportionately our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Classified Board
In accordance with the terms of our certificate of incorporation and bylaws, subject to the rights
of holders of any series of preferred stock to elect directors, our Board is divided into two classes: Class 1 and Class 2, with each class serving staggered two-year terms. This classification of the Board may have the effect of delaying or preventing changes in the control or management of the Company.
Preferred Stock
Under the terms of our certificate of incorporation, our Board is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our Board has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series
of preferred stock. We have designated one series of preferred stock.
1
The purpose of authorizing our Board to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock.
The preferred stock of each series will rank senior to the common stock in priority of payment of dividends and in the distribution of assets in the event of
our liquidation, dissolution or winding up, to the extent of the preferential amounts to which the preferred stock of the respective series will be entitled. Upon issuance, the shares of preferred stock will be fully paid and nonassessable, which means that its holders will have paid their purchase price in full and we may not require them to pay additional funds.
Anti-Takeover Effects of Delaware Law and Our Charter and Bylaws
In our certificate of incorporation, we elect not to be subject to Section 203 of the General Corporation Law of the State of Delaware. Subject to certain exceptions, Section 203 prevents a publicly-held Delaware corporation from engaging in a “business combination” with any
“interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our Board or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us, and the interested stockholder and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.
Our certificate of incorporation provides that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders
may only be taken if it is properly brought before such meeting and may not be taken by written action in lieu of a meeting. Our bylaws provide that special meetings of the stockholders can be called by the Board, the Chairman of the Board, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. In addition, our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our Board. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or by a stockholder of record
on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying certain stockholder actions until the next stockholder meeting.
