Current Report Filing (8-k)
25 April 2023 - 6:07AM
Edgar (US Regulatory)
0001342423
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0001342423
2023-04-18
2023-04-18
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xbrli:shares
iso4217:USD
xbrli:shares
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
April 18, 2023
Date of Report (date of earliest event reported)
Limoneira Company
(Exact Name of Registrant as Specified in
its Charter)
Delaware |
|
001-34755 |
|
77-0260692 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification Number) |
1141 Cummings Road
Santa Paula, CA 93060
(Address of Principal Executive Offices) (Zip
Code)
(805) 525-5541
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share |
LMNR |
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 18, 2023, Limoneira
Company (the “Company”) entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”)
with Southern California Edison Company (“SCE”) and Edison International (together with SCE, “Edison”)
to formally resolve any and all claims between the Company and Edison for damages relating to the Southern California wildfires known
as the Thomas Fire and the Koenigstein Fire (together the “Fire”), which ignited on December 4, 2017 in two separate
locations near the Cities of Ojai and Santa Paula, California. The Company alleged that the electric facilities owned and operated by
Edison caused or contributed to the ignition of the Fire, and as a result, the Company suffered damages. Under the terms of the Settlement
Agreement, the Company will receive a total settlement of $9,000,000 (the “Total Settlement Amount”). The Company expects
to receive approximately 68% of the Total Settlement Amount, net of legal and related costs.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 24, 2023 |
LIMONEIRA COMPANY |
|
|
|
By: |
/s/ Mark Palamountain |
|
|
Mark Palamountain |
|
|
Chief Financial Officer and Treasurer |
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