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 22, 2008
CALAVO GROWERS, INC.
(Exact Name of Registrant as Specified in Charter)
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| California
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000-33385
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33-0945304 |
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| (State or Other
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(Commission File
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(IRS Employer |
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Identification No.) |
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1141-A Cummings Road, Santa Paula, California 93060
(Address of Principal Executive Offices) (Zip Code)
(Former Name or Former Address, if Changed Since Last Report)
Registrant’s telephone number, including area code: (805) 525-1245
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Calavo Growers, Inc. (“Calavo”) and Lecil E. Cole, Suzanne Cole-Savard, Guy Cole, Eric
Weinert, and Lecil E. Cole and Mary Jeanette Cole, as trustees of the Lecil E. and Mary Jeanette
Cole Revocable Trust dated October 19, 1993 (the “Cole Trust”), have entered into an Acquisition
Agreement, dated May 19, 2008 (the “Acquisition Agreement”), which sets forth the terms and
conditions pursuant to which Calavo will purchase all of the outstanding shares of Hawaiian Sweet,
Inc. (“HS”) and all ownership interests of Hawaiian Pride, LLC (“HP”). HS and HP engage in tropical-product packing and processing operations in Hawaii. The Acquisition Agreement
provides, among other things, that as a result of the Acquisition Agreement, Calavo shall make an
initial purchase price payment in the aggregate amount of $3,500,000 for both entities.
Calavo made the initial payment on May 20, 2008. Calavo shall also make two additional annual payments, ranging from $2,500,000 to
$4,500,000, based on certain operating results (the “Earn-Out Payment(s)”), as defined.
Mr. Cole is President, Chief Executive Officer, and a Chairman of the Board of Directors of Calavo.
The first Earn-Out Payment to be made by Calavo will be adjusted if the aggregate working
capital (“WC”) of HS and HP does not equal $700,000 as of the closing date. In the event that WC is
less than $700,000, Calavo shall reduce its first Earn-Out payment by an amount equal to the
difference between $700,000 and the closing date aggregate working capital of HS and HP. In the
event that WC is greater than $700,000, Calavo shall increase its first Earn-Out payment by an
amount equal to the difference between $700,000 and the closing date aggregate working capital of
HS and HP.
Pursuant to the Acquisition Agreement, the transaction will close on May 30, 2008. Closing is not subject to the satisfaction of any condition.
Concurrently with the execution of the Acquisition Agreement, Calavo and the Cole Trust have
entered into an Agreement and Escrow Instructions for Purchase and Sale of Real Property (the “Real
Estate Contract”), dated the same date as the acquisition agreement, pursuant to which Calavo will
purchase from the Cole Trust approximately 727 acres of agricultural land located in Pahoa, Hawaii
for a purchase price of $1,500,000, which Calavo delivered on May 19, 2008. The closing of the Real Estate Contract will also occur on May
30, 2008.
For additional information, reference is made to the Acquisition Agreement, the Real Estate
Contract, and the press release dated May 20, 2008, which are included as Exhibits 2.1, 2.2, and
99.1, and are incorporated herein by reference.
The preceding discussion is qualified by reference to the Acquisition Agreement and the Real
Estate Contract, which are filed as exhibits to this Current Report on Form 8-K and is incorporated
herein.
Item 2.01 Completion of Acquisition of Disposition of Assets.
See discussion in Item 1.01, which is incorporated herein.
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