8-K 1 d412026d8k.htm FORM 8-K

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): June 9, 2017

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter)

California |  | 000-33385 |  | 33-0945304
(State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)
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 (see General Instruction A.2. below):

☐ | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 7.01 | Regulation FD Disclosure.

From time to time, Calavo Growers, Inc. (“Calavo Growers”) meets with analysts, current stockholders and others. As part of these meetings, the Company may share, review and/or provide the attached “Company Fact Sheet”, furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated under this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed by Calavo Growers under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This current report on Form 8-K, including the “Company Fact Sheet” included as Exhibit 99.1, may contain forward-looking statements that involve risks, uncertainties and assumptions, including the risks that are described or updated from time to time in Calavo Grower’s Securities and Exchange Commission reports. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Calavo Growers, Inc. and its consolidated subsidiaries (“CG”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. CG assumes no obligation and does not intend to update these forward-looking statements.

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities of Calavo Growers.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits

99.1 |  | Calavo Growers, Inc. “Company Fact Sheet”

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Signature

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.

Date: June 9, 2017 |  |  |  | Calavo Growers, Inc.
|  |  |  | By: |  | /s/ Lecil E. Cole
|  |  |  |  |  | Lecil E. Cole Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)

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