##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended December 31, 2007
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number: 0-4136
 Lifecore Biomedical, Inc.
  Minnesota
    
    41-0948334(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification No.)3515 Lyman Boulevard 
Chaska, Minnesota
    
    55318(Address of principal executive 
offices)
    
    (Zip Code)
 952-368-4300
 Not Applicable
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
 FORM 10-Q
 TABLE OF CONTENTS
 PagePart I.
    
    Financial InformationItem 1.
    
    Financial Statements  UnauditedCondensed Consolidated Balance Sheets at December 31, 2007 and June 30, 2007
    
    
    2Condensed Consolidated Statements of Operations for Three Months and Six Months Ended December 31, 2007 and 2006
    
    
    3Condensed Consolidated Statements of Cash Flows for Six Months Ended December 31, 2007 and 2006
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5-10Item 2.
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    11-17Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4.
    
    Controls and Procedures
    
    
    18Part II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    
    19Item 1A.
    
    Risk Factors
    
    
    20Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21Item 6.
    
    Exhibits
    
    
    21Signatures
    
    
    
    
    22Exhibit Index
    
    
    
    
    23Manufacturing AgreementAmendment to Manufacturing AgreementCertificationCertificationCertificationCertification
  1




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
 
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  December 31,
    
    
    June 30,2007
    
    
    2007ASSETSCurrent AssetsCash and cash equivalents
    
    $
    43,921,000
    
    
    $
    39,105,000Accounts receivable, less allowances
    
    
    14,337,000
    
    
    
    15,555,000Inventories
    
    
    13,054,000
    
    
    
    12,145,000Deferred income taxes, net
    
    
    2,505,000
    
    
    
    3,684,000Prepaid expenses
    
    
    1,376,000
    
    
    
    1,448,000Total current assets
    
    
    75,193,000
    
    
    
    71,937,000Property, plant and equipmentLand, building and equipment
    
    
    52,005,000
    
    
    
    51,382,000Less accumulated depreciation
    
    
    (29,358,000
    )
    
    
    (28,277,000
    )22,647,000
    
    
    
    23,105,000Other AssetsIntangibles, net
    
    
    5,387,000
    
    
    
    5,454,000Inventories
    
    
    1,330,000
    
    
    
    1,491,000Other
    
    
    234,000
    
    
    
    284,0006,951,000
    
    
    
    7,229,000$
    104,791,000
    
    
    $
    102,271,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long-term obligations
    
    $
    303,000
    
    
    $
    303,000Accounts payable
    
    
    2,712,000
    
    
    
    3,354,000Accrued compensation
    
    
    1,977,000
    
    
    
    1,769,000Accrued expenses
    
    
    1,354,000
    
    
    
    1,897,000Total current liabilities
    
    
    6,346,000
    
    
    
    7,323,000Long-term obligations
    
    
    4,351,000
    
    
    
    4,496,000Long-term tax reserve
    
    
    634,000
    
    
    
    Long-term deferred income taxes, net
    
    
    982,000
    
    
    
    982,000Shareholders equity
    
    
    92,478,000
    
    
    
    89,470,000$
    104,791,000
    
    
    $
    102,271,000
  2




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
(continued)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three months ended December 31,
    
    
    Six months ended December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    17,294,000
    
    
    $
    16,552,000
    
    
    $
    32,977,000
    
    
    $
    31,562,000Cost of goods sold
    
    
    6,429,000
    
    
    
    6,498,000
    
    
    
    12,411,000
    
    
    
    12,070,000Gross profit
    
    
    10,865,000
    
    
    
    10,054,000
    
    
    
    20,566,000
    
    
    
    19,492,000Operating expensesResearch and development
    
    
    1,471,000
    
    
    
    1,017,000
    
    
    
    2,711,000
    
    
    
    2,113,000Marketing and sales
    
    
    5,629,000
    
    
    
    5,241,000
    
    
    
    10,457,000
    
    
    
    10,153,000General and administrative
    
    
    2,292,000
    
    
    
    1,877,000
    
    
    
    4,368,000
    
    
    
    3,801,0009,392,000
    
    
    
    8,135,000
    
    
    
    17,536,000
    
    
    
    16,067,000Operating income
    
    
    1,473,000
    
    
    
    1,919,000
    
    
    
    3,030,000
    
    
    
    3,425,000Other income (expense)Interest income
    
    
    486,000
    
    
    
    353,000
    
    
    
    982,000
    
    
    
    684,000Interest expense
    
    
    (58,000
    )
    
    
    (71,000
    )
    
    
    (126,000
    )
    
    
    (135,000
    )Currency transaction gains
    
    
    140,000
    
    
    
    11,000
    
    
    
    194,000
    
    
    
    84,000Other
    
    
    (4,000
    )
    
    
    10,000
    
    
    
    27,000
    
    
    
    16,000564,000
    
    
    
    303,000
    
    
    
    1,077,000
    
    
    
    649,000Income before income tax expense
    
    
    2,037,000
    
    
    
    2,222,000
    
    
    
    4,107,000
    
    
    
    4,074,000Income tax expense
    
    
    794,000
    
    
    
    856,000
    
    
    
    1,601,000
    
    
    
    1,569,000Net income
    
    $
    1,243,000
    
    
    $
    1,366,000
    
    
    $
    2,506,000
    
    
    $
    2,505,000Net income per shareBasic
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.19
    
    
    $
    0.19Diluted
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.18
    
    
    $
    0.18Weighted average shares outstandingBasic
    
    
    13,517,423
    
    
    
    13,262,975
    
    
    
    13,494,470
    
    
    
    13,243,211Diluted
    
    
    13,820,001
    
    
    
    13,734,547
    
    
    
    13,808,820
    
    
    
    13,724,866
  3




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
(continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Six months ended December 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    2,506,000
    
    
    $
    2,505,000Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    1,154,000
    
    
    
    1,077,000Allowance for doubtful accounts
    
    
    58,000
    
    
    
    54,000Deferred income taxes
    
    
    1,178,000
    
    
    
    1,161,000Stock-based compensation
    
    
    363,000
    
    
    
    800,000Tax benefit related to stock-based compensation plan
    
    
    60,000
    
    
    
    Accumulated currency translation adjustment
    
    
    (75,000
    )
    
    
    211,000Changes in operating assets and liabilities:Accounts receivable
    
    
    1,356,000
    
    
    
    (654,000
    )Inventories
    
    
    (628,000
    )
    
    
    (252,000
    )Prepaid expenses
    
    
    95,000
    
    
    
    (193,000
    )Accounts payable
    
    
    (728,000
    )
    
    
    (502,000
    )Accrued liabilities
    
    
    (324,000
    )
    
    
    (228,000
    )Net cash provided by operating activities
    
    
    5,015,000
    
    
    
    3,979,000Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (623,000
    )
    
    
    (903,000
    )Change in other assets
    
    
    52,000
    
    
    
    (40,000
    )Net cash used in investing activities
    
    
    (571,000
    )
    
    
    (943,000
    )Cash flows from financing activities:Payments on long-term obligations
    
    
    (145,000
    )
    
    
    (117,000
    )Proceeds from stock options exercised
    
    
    476,000
    
    
    
    1,264,000Excess tax benefit related to stock-based compensation
    
    
    41,000
    
    
    
    Net cash provided by financing activities
    
    
    372,000
    
    
    
    1,147,000Net increase in cash and cash equivalents
    
    
    4,816,000
    
    
    
    4,183,000Cash and cash equivalents at beginning of period
    
    
    39,105,000
    
    
    
    26,638,000Cash and cash equivalents at end of period
    
    $
    43,921,000
    
    
    $
    30,821,000Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    126,000
    
    
    $
    118,000Taxes
    
    
    638,000
    
    
    
    224,000
  4




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
         December 31,
    
    
    June 30,2007
    
    
    2007Raw Materials
    
    $
    4,630,000
    
    
    $
    4,609,000Work-in-process
    
    
    873,000
    
    
    
    361,000Finished goods-current
    
    
    7,551,000
    
    
    
    7,175,00013,054,000
    
    
    
    12,145,000Finished goods-long term
    
    
    1,330,000
    
    
    
    1,491,000$
    14,384,000
    
    
    $
    13,636,000
 5




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
       December 31,
    
    
    June 30,
    
    
    Useful2007
    
    
    2007
    
    
    LivesGoodwill
    
    $
    4,783,000
    
    
    $
    4,783,000
    
    
    IndefinitePatents and license fees
    
    
    756,000
    
    
    
    756,000
    
    
    15-18 yearsDistribution rights and licenses
    
    
    350,000
    
    
    
    350,000
    
    
    8 yearsCustomer list
    
    
    80,000
    
    
    
    80,000
    
    
    5 yearsAccumulated amortization
    
    
    (582,000
    )
    
    
    (515,000
    )$
    5,387,000
    
    
    $
    5,454,000
     6




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
    Three months ended
    
    
    Six monthsDecember 31,
    
    
    ended December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Cost of goods sold
    
    $
    16,000
    
    
    $
    20,000
    
    
    $
    32,000
    
    
    $
    38,000Research and development
    
    
    18,000
    
    
    
    83,000
    
    
    
    42,000
    
    
    
    148,000Marketing and sales
    
    
    59,000
    
    
    
    123,000
    
    
    
    112,000
    
    
    
    240,000General and administrative
    
    
    120,000
    
    
    
    117,000
    
    
    
    226,000
    
    
    
    230,000Total stock-based compensation expense
    
    $
    213,000
    
    
    $
    343,000
    
    
    $
    412,000
    
    
    $
    656,000
        7




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
        8




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
    Three months ended December 31,
    
    
    Six months ended December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net salesHyaluronan products
    
    $
    4,881,000
    
    
    $
    4,319,000
    
    
    $
    9,730,000
    
    
    $
    9,098,000Dental products
    
    
    12,413,000
    
    
    
    12,233,000
    
    
    
    23,247,000
    
    
    
    22,464,000$
    17,294,000
    
    
    $
    16,552,000
    
    
    $
    32,977,000
    
    
    $
    31,562,000Income from operationsHyaluronan products
    
    $
    732,000
    
    
    $
    463,000
    
    
    $
    1,675,000
    
    
    $
    1,459,000Dental products
    
    
    741,000
    
    
    
    1,456,000
    
    
    
    1,355,000
    
    
    
    1,966,000$
    1,473,000
    
    
    $
    1,919,000
    
    
    $
    3,030,000
    
    
    $
    3,425,000
      9




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##### Table of Contents



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED (continued)
           10




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Critical Accounting Policies
   Overview
       11




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Results of Operations
  Hyaluronan
    
    
    DentalDivision
    
    
    Division
    
    
    Consolidated2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    4,881,000
    
    
    $
    4,319,000
    
    
    $
    12,413,000
    
    
    $
    12,233,000
    
    
    $
    17,294,000
    
    
    $
    16,552,000Cost of goods sold
    
    
    1,987,000
    
    
    
    2,262,000
    
    
    
    4,442,000
    
    
    
    4,236,000
    
    
    
    6,429,000
    
    
    
    6,498,000Gross profit
    
    
    2,894,000
    
    
    
    2,057,000
    
    
    
    7,971,000
    
    
    
    7,997,000
    
    
    
    10,865,000
    
    
    
    10,054,000Operating expensesResearch and
development
    
    
    1,049,000
    
    
    
    688,000
    
    
    
    422,000
    
    
    
    329,000
    
    
    
    1,471,000
    
    
    
    1,017,000Marketing and sales
    
    
    222,000
    
    
    
    201,000
    
    
    
    5,407,000
    
    
    
    5,040,000
    
    
    
    5,629,000
    
    
    
    5,241,000General and
administrative
    
    
    891,000
    
    
    
    705,000
    
    
    
    1,401,000
    
    
    
    1,172,000
    
    
    
    2,292,000
    
    
    
    1,877,0002,162,000
    
    
    
    1,594,000
    
    
    
    7,230,000
    
    
    
    6,541,000
    
    
    
    9,392,000
    
    
    
    8,135,000Operating income
    
    $
    732,000
    
    
    $
    463,000
    
    
    $
    741,000
    
    
    $
    1,456,000
    
    
    $
    1,473,000
    
    
    $
    1,919,000
 Net Sales
   Gross profit
   12




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Research and development
 Marketing and sales
 General and administrative
 Other income (expense)
 Provision for income taxes.
 13




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
  Hyaluronan
    
    
    DentalDivision
    
    
    Division
    
    
    Consolidated2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    9,730,000
    
    
    $
    9,098,000
    
    
    $
    23,247,000
    
    
    $
    22,464,000
    
    
    $
    32,977,000
    
    
    $
    31,562,000Cost of goods sold
    
    
    4,071,000
    
    
    
    4,384,000
    
    
    
    8,340,000
    
    
    
    7,686,000
    
    
    
    12,411,000
    
    
    
    12,070,000Gross profit
    
    
    5,659,000
    
    
    
    4,714,000
    
    
    
    14,907,000
    
    
    
    14,778,000
    
    
    
    20,566,000
    
    
    
    19,492,000Operating expensesResearch and
development
    
    
    1,937,000
    
    
    
    1,404,000
    
    
    
    774,000
    
    
    
    709,000
    
    
    
    2,711,000
    
    
    
    2,113,000Marketing and sales
    
    
    340,000
    
    
    
    397,000
    
    
    
    10,117,000
    
    
    
    9,756,000
    
    
    
    10,457,000
    
    
    
    10,153,000General and
administrative
    
    
    1,707,000
    
    
    
    1,454,000
    
    
    
    2,661,000
    
    
    
    2,347,000
    
    
    
    4,368,000
    
    
    
    3,801,0003,984,000
    
    
    
    3,255,000
    
    
    
    13,552,000
    
    
    
    12,812,000
    
    
    
    17,536,000
    
    
    
    16,067,000Operating income
    
    $
    1,675,000
    
    
    $
    1,459,000
    
    
    $
    1,355,000
    
    
    $
    1,966,000
    
    
    $
    3,030,000
    
    
    $
    3,425,000
 Net Sales
  TM TM
 Gross profit
   14




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Research and development
 Marketing and sales.
 General and administrative.
 Other income (expense)
 Provision for income taxes.
 15




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
 Liquidity and Capital Resources
  Cash Provided by Operating Activities.
  Cash Used in Investing Activities
 Cash Provided by Financing Activities.
    16




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
   Subsequent Event
  Seasonality
  Cautionary Statement
  17




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I  FINANCIAL INFORMATION
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES
     18




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
         19




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II  OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
  The Company may be subject to product liability claims and other legal proceedings which could have
a material adverse effect on the Companys business, financial condition and results of operations.
    The Company may be subject to a number of risks and uncertainties if the announced acquisition
fails to close.
   
    
    if the merger agreement is terminated, the Company may be required, in specific
circumstances, to pay a termination fee of up to $3.0 million,
    
    the price of the Companys common stock may decline to the extent that the current
market price reflects an assumption that the transaction will be completed, and
    
    the Company must pay its expenses related to the transaction, including substantial
legal and accounting fees, even if the transaction is not completed. This could affect the
Companys results of operations for the period during which the fees are incurred.
  20




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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II  OTHER INFORMATION
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
 ITEM 6. EXHIBITS
 2.1
    
    Agreement and Plan of Merger, dated as of January 15, 2008, by and among SBT Holdings
Inc., SBT Acquisition Inc. and the Company (incorporated by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed on January 15, 2008)2.2
    
    Limited Guarantee, dated as of January 15, 2008, by Warburg Pincus Private Equity IX,
L.P. in favor of Lifecore Biomedical, Inc. (incorporated by reference to Exhibit 2.2 to the
Companys Current Report on Form 8-K filed on January 15, 2008)3.1
    
    Amended and Restated Articles of Incorporation, as adopted on January 18, 2006
(incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed
on January 24, 2006)3.2
    
    Amended Bylaws, as adopted on April 19, 2007 (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed on April 25, 2007)4.1
    
    Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to 1987 S-2
Registration Statement [File No. 33-12970])10.1
    
    Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 19, 2007)10.2
    
    Form of Indemnification Agreement for Officers (incorporated by reference to Exhibit 10.2
to the Companys Current Report on Form 8-K filed on November 19, 2007)10.3+
    
    Manufacturing Agreement, dated January 1, 2006, between the Company and Alcon
Pharmaceuticals Ltd.10.4+
    
    Amendment, dated January 25, 2008, to Manufacturing Agreement, dated January 1, 2006,
between the Company and Alcon Pharmaceuticals Ltd.31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 +
    
    Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, confidential
portions of these exhibits have been deleted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
 21




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##### Table of Contents



SIGNATURES
  LIFECORE BIOMEDICAL, INC.By:Dated:  February 11, 2008
    /s/ Dennis J. AllinghamDennis J. AllinghamPresident, Chief Executive Officer, Secretary and Director
(duly authorized officer) Dated:  February 11, 2008
    /s/ David M. NoelDavid M. NoelVice President of Finance and Chief Financial Officer
(principal financial and accounting officer) 22




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##### Table of Contents



Exhibit Index
 2.1
    
    Agreement and Plan of Merger, dated as of January 15, 2008, by and among SBT Holdings
Inc., SBT Acquisition Inc. and the Company (incorporated by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed on January 15, 2008)2.2
    
    Limited Guarantee, dated as of January 15, 2008, by Warburg Pincus Private Equity IX,
L.P. in favor of Lifecore Biomedical, Inc. (incorporated by reference to Exhibit 2.2 to the
Companys Current Report on Form 8-K filed on January 15, 2008)3.1
    
    Amended and Restated Articles of Incorporation, as adopted on January 18, 2006
(incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed
on January 24, 2006)3.2
    
    Amended Bylaws, as adopted on April 19, 2007 (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed on April 25, 2007)4.1
    
    Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to 1987 S-2
Registration Statement [File No. 33-12970])10.1
    
    Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 19, 2007)10.2
    
    Form of Indemnification Agreement for Officers (incorporated by reference to Exhibit 10.2
to the Companys Current Report on Form 8-K filed on November 19, 2007)10.3+
    
    Manufacturing Agreement, dated January 1, 2006, between the Company and Alcon
Pharmaceuticals Ltd.10.4+
    
    Amendment, dated January 25, 2008, to Manufacturing Agreement, dated January 1, 2006,
between the Company and Alcon Pharmaceuticals Ltd.31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.3
    
    Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 +
    
    Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, confidential
portions of these exhibits have been deleted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
 23