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 12, 2017

 

Limoneira Company

(Exact name of registrant as specified in its charter)

 

Delaware   001-34755   77-0260692
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer Identification
of incorporation)       No.)

 

1141 Cummings Road

Santa Paula, CA 93060

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (805) 525-5541

 

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))

  

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. ☐

  

 

 

 

 

  

Section 2Financial Information
Item 2.02Results of Operations and Financial Condition

 

On December 12, 2017, Limoneira Company (the “Company”) issued a press release providing an update on its previously communicated financial guidance for fiscal year 2017 and providing initial fiscal year 2018 financial guidance. A copy of the press release is attached hereto as Exhibit 99.1.

 

Section 7Regulation FD
Item 7.01Regulation FD Disclosure

 

On December 12, 2017, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, discussing: (a) the matters noted above under Item 2.02 of this Current Report, and (b) the potential impact of the recent wildfires and related high winds that occurred in Southern California in December 2017.

 

The information contained or incorporated in this Item 7.01 of this Current Report is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Section 9Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

 

99.1       Limoneira Company Press Release dated December 12, 2017

  

 

 

 

 

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: December 12, 2017 LIMONEIRA COMPANY
     
     
  By: /s/ Joseph D. Rumley
    Joseph D. Rumley
    Chief Financial Officer, Treasurer and Corporate Secretary