As filed with the Securities and Exchange Commission on March 2, 2006       Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

CALAVO GROWERS, INC.

California (State or other jurisdiction of incorporation or organization)		33-0945304 (I.R.S. Employer Identification No.)

1141-A Cummings Road
Santa Paula, California 93060
(Address of principal executive offices)

Lecil E. Cole
Chief Executive Officer
Calavo Growers, Inc.
1141-A Cummings Road
Santa Paula, California 93060
(Name and address of agent for service)

(805) 525-1245
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

														Proposed Maximum
	Title Of Each Class Of			Amount To Be					Proposed Maximum					Aggregate Offering					Amount Of
	Securities To Be Registered			Registered (1)					Offering Price Per Share					Price					Registration Fee
	Common Stock, par value $0.001 per share(2)			400,000 shares(2)					$	9.10	(2)			$	3,640,000	(2)			$	389.48
	Common Stock, par value $0.001 per share(2)			2,100,000 shares(2)					$	10.04	(2)			$	21,084,000	(2)			$	2,255.99
	Total			2,500,000 shares						—				$	24,724,000				$	2,645.47

 

 

PART I

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

PART II

Item 3. Incorporation of Documents by Reference

     The following documents previously filed by Calavo Growers, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934 are incorporated by reference into this registration statement:

	•		The Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2005, filed on February 1, 2006;
	•		The Company’s amended Quarterly Report on Form 10-Q/A for the quarter ended July 31, 2005 filed on January 31, 2006;
	•		The Company’s Current Reports on Form 8-K filed on January 19, 2006 and January 31, 2006, respectively; and
	•		The description of the Company’s common stock contained in its registration statement on Form 8-A filed on December 6, 2001, File No. 000-33385, including any amendment or report subsequently filed for the purpose of updating such description.

     In addition, each document that the Company files with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all shares of common stock registered hereunder have been sold or that deregisters all such shares of common stock then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be part thereof from the date of the filing of such document.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

     Sections 204 and 317 of the California General Corporation Law authorize the Company to indemnify, subject to the terms and conditions set forth therein, its directors, officers, employees and other agents against expenses, judgments, fines, settlements and other amounts that they may incur in connection with pending, threatened or completed legal actions or proceedings that are based upon their service as directors, officers, employees or other agents of the Company or that are based upon their service as directors, officers, employees or other agents of certain other specified entities. The California General Corporation Law also provides that the Company is entitled to purchase indemnification insurance on behalf of any such director, officer, employee or agent.

     Article VII of the Company’s Bylaws requires the indemnification by the Company of each of its directors to the maximum extent permitted by law. Article VII of the Company’s Bylaws authorizes, but does not require, the Company to indemnify its officers, employees and other agents against the expenses, judgments, fines, settlements and other amounts that are described in the preceding paragraph.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed with this registration statement or are incorporated by reference as a part of this registration statement:

	4.1		2005 Stock Incentive Plan of Calavo Growers, Inc. (previously filed on February 22, 2005 as an exhibit to the Registrant’s Definitive Proxy Statement on Form DEF14A and incorporated herein by reference).
	4.2		Form of Option Agreement for the 2005 Stock Incentive Plan of Calavo Growers, Inc. (previously filed on February 1, 2006 as an exhibit to the Registrant’s Report on Form 10-K and incorporated herein by reference).
	5.1		Opinion of Troy & Gould PC (included with this registration statement).
	23.1		Consent of Deloitte & Touche LLP (included with this registration statement).
	23.2		Consent of Troy & Gould PC (included in the opinion filed as Exhibit 5.1).
	24.1		Power of Attorney (included on the signature page of this registration statement).

Item 9. Undertakings

     (a) The Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement;

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

          (3) To file a post-effective amendment to remove from registration any of the securities being registered that remain unsold at the termination of the offering.

     (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Santa Paula, California, on March 2, 2006.

		CALAVO GROWERS, INC.
		By:		/s/ Lecil E. Cole
				Lecil E. Cole
				Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Lecil E. Cole as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her in any and all capacities, to sign this registration statement on Form S-8 and any amendments hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue of this power of attorney.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Lecil E. Cole		Chairman of the Board of Directors,		March 2, 2006
Lecil E. Cole		Chief Executive Officer and President
		(Principal Executive Officer)
		Chief Operating Officer, Chief Financial
/s/ Arthur J. Bruno		Officer and Corporate Secretary		March 2, 2006
Arthur J. Bruno		(Principal Financial Officer)
/s/ James E. Snyder		Controller		March 2, 2006
James E. Snyder		(Principal Accounting Officer)
/s/ Donald M. Sanders		Director		March 2, 2006
Donald M. Sanders
/s/ Fred J. Ferrazzano		Director		March 2, 2006
Fred J. Ferrazzano
/s/ John M. Hunt		Director		March 2, 2006
John M. Hunt
/s/ George H. Barnes		Director		March 2, 2006
George H. Barnes
/s/ J. Link Leavens		Director		March 2, 2006
J. Link Leavens
/s/ Alva V. Snider		Director		March 2, 2006
Alva V. Snider
/s/ Michael D. Hause		Director		March 2, 2006
Michael D. Hause
/s/ Dorcas H. McFarlane		Director		March 2, 2006
Dorcas H. McFarlane
/s/ Egidio Carbone, Jr		Director		March 2, 2006
Egidio Carbone, Jr
/s/ Scott Van Der Kar		Director		March 2, 2006
Scott Van Der Kar

EXHIBIT INDEX

     The following exhibits are filed with this registration statement or are incorporated by reference as a part of this registration statement:

	4.1		2005 Stock Incentive Plan of Calavo Growers, Inc. (previously filed on February 22, 2005 as an exhibit to the Registrant’s Definitive Proxy Statement on Form DEF14A and incorporated herein by reference).
	4.2		Form of Option Agreement for the 2005 Stock Incentive Plan of Calavo Growers, Inc. (previously filed on February 1, 2006 as an exhibit to the Registrant’s Report on Form 10-K and incorporated herein by reference).
	5.1		Opinion of Troy & Gould PC (included with this registration statement).
	23.1		Consent of Deloitte & Touche LLP (included with this registration statement).
	23.2		Consent of Troy & Gould PC (included in the opinion filed as Exhibit 5.1).
	24.1		Power of Attorney (included on the signature page of this registration statement).

EXHIBIT 5.1

TROY & GOULD PC
1801 Century Park East, 16^th Floor
Los Angeles, California 90067-2367

March 2, 2006

Calavo Growers, Inc.
1141-A Cummings Road
Santa Paula, California 93060

   Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to Calavo Growers, Inc., a California corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) that the Company intends to file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about March 2, 2006 for the purpose of registering the offer and sale of up to 2,500,000 shares (the “Shares”) of its common stock, par value $0.001 per share, issuable under the 2005 Stock Incentive Plan of Calavo Growers, Inc. (the “Plan”). This opinion letter is being given to you pursuant to your request.

     As a basis for rendering our opinion expressed below, we have reviewed originals or copies of originals, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii) the Company’s Articles of Incorporation and Bylaws, each as amended to date, (iv) resolutions of the Company’s Board of Directors pertaining to the issuance of the Shares, the Registration Statement and related matters, and (v) such other certificates of public officials, certificates of officers of the Company and other documents as we have considered necessary or appropriate as a basis for rendering our opinion.

     With your permission, in order to render our opinion, we have made and relied upon such customary assumptions as we have deemed necessary or appropriate without any independent investigation or inquiry by us. Among other things, we have assumed that: all signatures on documents reviewed by us are genuine; all documents submitted to us as originals are authentic; and all documents submitted to us as copies conform to the originals of such documents, and such originals are authentic.

     The law covered by our opinion is limited to the laws of the State of California. We neither express nor imply any opinion with respect to any other laws or the laws of any other jurisdiction, and we assume no responsibility with respect to the application or effect of any such laws.

     This opinion letter is limited to the opinion expressly stated below, does not include any implied opinions and is rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect our opinion, including, without limitation, future changes in applicable law.

     Based upon and subject to all of the foregoing, we are of the opinion that all Shares which are issued, delivered and paid for in accordance with the terms and conditions of the Registration Statement and the Plan will be validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion letter as an exhibit to the Registration Statement. However, by giving you this opinion letter and consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

		Very truly yours,
		/s/ Troy & Gould
		TROY & GOULD PC

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 31, 2006, relating to the financial statements and financial statement schedule of Calavo Growers, Inc., and of our report on internal control over financial reporting dated January 31, 2006 (which report expresses an adverse opinion on management’s assessment and on the effectiveness of Calavo Growers, Inc.’s internal control over financial reporting because of a material weakness) appearing in the Annual Report on Form 10-K of Calavo Growers, Inc. for the year ended October 31, 2005.

/s/ Deloitte & Touche

Los Angeles, California
February 24, 2006