UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended March 31, 2001

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | 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 O-4136

Lifecore Biomedical, Inc.
(Exact name of Registrant as specified in its charter)

|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|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)                       

Registrants telephone number, including area code: 952-368-4300

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

Yes X    No

The number of shares outstanding of the registrants Common Stock, $.01 par
value, as of May 11, 2001 was 12,655,875 shares.





---

TABLE OF CONTENTS



|                               |                                                                                                                |  |  |  |  |  |  | 
|------------------------------ | -------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I   Financial Information
|                               | Item 1. Financial Statements                                                                                  
|                               | Condensed Consolidated Balance Sheets at
March 31, 2001 and June 30, 2000                                     
|                               | Condensed Consolidated Statements of Operations for Three
Months and Nine Months Ended March 31, 2001 and 2000
|                               |                                                                                                               
|                               | Condensed Consolidated Statements of Cash Flows for
Nine Months Ended March 31, 2001 and 2000                 
|                               | Notes to Condensed Consolidated Financial Statements                                                          
|                               | Item 2.  Management's Discussion and Analysis of Results of
         Operations and Financial Condition       
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                                            
|Part II.   Other Information  
|                               | Item 6. Exhibits and Reports on Form 8-K                                                                      

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

FORM 10-Q
INDEX

|           |  |                                                                                                                |  |      |      | 
|---------- |  | -------------------------------------------------------------------------------------------------------------- |  | ---- | ---- | 
|           |  |                                                                                                                |  | Page |     
|Part I     |  | Financial Information                                                                                         
|          
|          
|          
|          
|Item 1.    |  | Financial Statements                                                                                          
|          
|          
|          
|          
|           |  | Condensed Consolidated Balance Sheets at
March 31, 2001 and June 30, 2000                                      |  |      | 3    | 
|          
|          
|          
|          
|           |  | Condensed Consolidated Statements of Operations for Three
Months and Nine Months Ended March 31, 2001 and 2000 |  |      | 4    | 
|          
|          
|          
|          
|           |  | Condensed Consolidated Statements of Cash Flows for
Nine Months Ended March 31, 2001 and 2000                  |  |      | 5    | 
|          
|          
|          
|          
|           |  | Notes to Condensed Consolidated Financial Statements                                                           |  |      | 6-8  | 
|          
|          
|          
|          
|Item 2.    |  | Managements Discussion and Analysis of Results of
Operations and Financial Condition                          |  |      | 9-13 | 
|          
|          
|          
|          
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                     |  |      | 14   | 
|          
|          
|          
|          
|Part II    |  | Other Information                                                                                             
|          
|          
|          
|          
|Item 6.    |  | a. Exhibits and Exhibit Index                                                                                  |  |      | 15   | 
|          
|          
|          
|          
|           |  | b. Reports on Form 8-K                                                                                         |  |      | 15   | 
|          
|          
|          
|          
|Signatures |  |                                                                                                                |  |      | 16   | 

2



---












LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

PART I
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

|                                     |                                             |   |            |             |   |          |            |             |  
|------------------------------------ | ------------------------------------------- | - | ---------- | ----------- | - | -------- | ---------- | ----------- | -
|                                     |                                             |   | March 31,  |             |   | June 30, |           
|                                     |                                             |   | 2001       |             |   | 2000     |           
|                                     |                                             |   |            |             |   |          |           
|ASSETS                              
|                                    
|                                    
|                                    
|                                    
|Current assets                      
|                                    
|                                    
|                                    
|                                    
|                                     | Cash and cash equivalents                   |   | $          | 2,240,000   |   |          | $          | 1,101,000   |  
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts receivable                         |   |            | 6,136,000   |   |          |            | 5,296,000   |  
|                                    
|                                    
|                                    
|                                    
|                                     | Inventories                                 |   |            | 9,439,000   |   |          |            | 12,290,000  |  
|                                    
|                                    
|                                    
|                                    
|                                     | Prepaid expenses                            |   |            | 763,000     |   |          |            | 733,000     |  
|                                     |                                             |   |            |             |   |          |           
|                                     |                                             |   | 18,578,000 |             |   |          | 19,420,000 |            
|                                    
|                                    
|                                    
|                                    
|Property, plant and equipment       
|                                    
|                                    
|                                    
|                                    
|                                     | Land, building and equipment                |   |            | 42,842,000  |   |          |            | 42,334,000  |  
|                                    
|                                    
|                                    
|                                    
|                                     | Less accumulated depreciation               |   |            | (13,967,000 | ) |          |            | (11,982,000 | )
|                                     |                                             |   |            |             |   |          |           
|                                     |                                             |   | 28,875,000 |             |   |          | 30,352,000 |            
|                                    
|                                    
|                                    
|                                    
|Other assets                        
|                                    
|                                    
|                                    
|                                    
|                                     | Intangibles                                 |   |            | 4,770,000   |   |          |            | 5,286,000   |  
|                                    
|                                    
|                                    
|                                    
|                                     | Security deposits                           |   |            | 859,000     |   |          |            | 847,000     |  
|                                    
|                                    
|                                    
|                                    
|                                     | Inventories                                 |   |            | 9,368,000   |   |          |            | 9,368,000   |  
|                                    
|                                    
|                                    
|                                    
|                                     | Other                                       |   |            | 488,000     |   |          |            | 515,000     |  
|                                     |                                             |   |            |             |   |          |           
|                                     |                                             |   | 15,485,000 |             |   |          | 16,016,000 |            
|                                     |                                             |   |            |             |   |          |           
|                                     |                                             | $ | 62,938,000 |             |   | $        | 65,788,000 |            
|                                     |                                             |   |            |             |   |          |           
|LIABILITIES AND SHAREHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|Current Liabilities                 
|                                    
|                                    
|                                    
|                                    
|                                     | Current maturities of long-term obligations |   | $          | 222,000     |   |          | $          | 243,000     |  
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable                            |   |            | 1,423,000   |   |          |            | 2,230,000   |  
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued compensation                        |   |            | 998,000     |   |          |            | 768,000     |  
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued expenses                            |   |            | 274,000     |   |          |            | 347,000     |  
|                                    
|                                    
|                                    
|                                    
|                                     | Customers deposits                         |   |            |            |   |          |            | 302,000     |  
|                                     |                                             |   |            |             |   |          |           
|                                     |                                             |   | 2,917,000  |             |   |          | 3,890,000  |            
|                                    
|                                    
|                                    
|                                    
|Long-term obligations                |                                             |   | 6,287,000  |             |   |          | 6,477,000  |            
|                                    
|                                    
|                                    
|                                    
|Shareholders equity                 |                                             |   | 53,734,000 |             |   |          | 55,421,000 |            
|                                     |                                             |   |            |             |   |          |           
|                                     |                                             | $ | 62,938,000 |             |   | $        | 65,788,000 |            
|                                     |                                             |   |            |             |   |          |           

See accompanying notes to condensed consolidated financial statements.

3



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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

PART I

ITEM 1. FINANCIAL STATEMENTS (continued)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)




|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |            |   |   |            |            |  
|----------------------------------- | -------------------------- | - | ---------------------------- | ---------- | - | --------------------------- | --------- | ---------- | ---- | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                                    |                            |   | Three months ended March 31, |            |   | Nine months ended March 31, |          
|                                    |                            |   |                              |            |   |                             |          
|                                    |                            |   | 2001                         |            |   | 2000                        |           |            | 2001 |   |            | 2000       |  
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |            |  
|Net sales                           |                            | $ | 8,627,000                    |            |   | $                           | 8,205,000 |            |      | $ | 25,240,000 |            |   | $ | 23,872,000 |           
|                                   
|                                   
|                                   
|                                   
|Cost of goods sold                  |                            |   | 4,432,000                    |            |   |                             | 5,180,000 |            |      |   | 13,308,000 |            |   |   | 12,059,000 |           
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|Gross profit                        |                            |   | 4,195,000                    |            |   |                             | 3,025,000 |            |      |   | 11,932,000 |            |   |   | 11,813,000 |           
|                                   
|                                   
|                                   
|                                   
|Operating expenses                 
|                                   
|                                   
|                                   
|                                   
|                                    | Research and development   |   |                              | 1,211,000  |   |                             |           | 1,064,000  |      |   |            | 3,105,000  |   |   |            | 3,076,000  |  
|                                   
|                                   
|                                   
|                                   
|                                    | Marketing and sales        |   |                              | 2,327,000  |   |                             |           | 1,857,000  |      |   |            | 6,689,000  |   |   |            | 5,797,000  |  
|                                   
|                                   
|                                   
|                                   
|                                    | General and administrative |   |                              | 1,129,000  |   |                             |           | 857,000    |      |   |            | 3,375,000  |   |   |            | 2,728,000  |  
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|                                    |                            |   | 4,667,000                    |            |   |                             | 3,778,000 |            |      |   | 13,169,000 |            |   |   | 11,601,000 |           
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|Operating income (loss)             |                            |   | (472,000                     | )          |   |                             | (753,000  | )          |      |   | (1,237,000 | )          |   |   | 212,000    |           
|                                   
|                                   
|                                   
|                                   
|Other income (expense)             
|                                   
|                                   
|                                   
|                                   
|                                    | Interest income            |   |                              | 49,000     |   |                             |           | 40,000     |      |   |            | 177,000    |   |   |            | 63,000     |  
|                                   
|                                   
|                                   
|                                   
|                                    | Interest expense           |   |                              | (178,000   | ) |                             |           | (192,000   | )    |   |            | (628,000   | ) |   |            | (658,000   | )
|                                   
|                                   
|                                   
|                                   
|                                    | Other                      |   |                              | (20,000    | ) |                             |           | (22,000    | )    |   |            | (100,000   | ) |   |            | (42,000    | )
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|                                    |                            |   | (149,000                     | )          |   |                             | (174,000  | )          |      |   | (551,000   | )          |   |   | (637,000   | )         
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|Net loss                            |                            | $ | (621,000                     | )          |   | $                           | (927,000  | )          |      | $ | (1,788,000 | )          |   | $ | (425,000   | )         
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|                                   
|                                   
|                                   
|                                   
|Net loss per share                 
|                                   
|                                   
|                                   
|                                   
|                                    | Basic                      |   | $                            | (.05       | ) |                             | $         | (.07       | )    |   | $          | (.14       | ) |   | $          | (.03       | )
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|                                    | Diluted                    |   | $                            | (.05       | ) |                             | $         | (.07       | )    |   | $          | (.14       | ) |   | $          | (.03       | )
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|Weighted average
shares outstanding
|                                   
|                                   
|                                   
|                                   
|                                    | Basic                      |   |                              | 12,626,257 |   |                             |           | 12,497,650 |      |   |            | 12,622,034 |   |   |            | 12,449,843 |  
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           
|                                    | Diluted                    |   |                              | 12,626,257 |   |                             |           | 12,497,650 |      |   |            | 12,622,034 |   |   |            | 12,449,843 |  
|                                    |                            |   |                              |            |   |                             |           |            |      |   |            |           

See accompanying notes to condensed consolidated financial statements.

4



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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS (continued)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

|                                                                                  |                                            |          |            |                   |         |   |            |            |         | 
|--------------------------------------------------------------------------------- | ------------------------------------------ | -------- | ---------- | ----------------- | ------- | - | ---------- | ---------- | ------- | 
|                                                                                  |                                            |          |            | Nine months ended |        
|                                                                                  |                                            |          |            | March 31,         |        
|                                                                                  |                                            |          |            |                   |        
|                                                                                  |                                            |          |            | 2001              |         |   | 2000       |           
|                                                                                  |                                            |          |            |                   |         |   |            |           
|Cash flows from operating activities:                                            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net loss                                                                          |                                            | $        | (1,788,000 | )                 |         | $ | (425,000   | )         
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Adjustments to reconcile net loss to
net cash provided from operating activities:
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Depreciation and amortization                                                     |                                            |          | 2,509,000  |                   |         |   | 2,446,000  |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Allowance for doubtful accounts                                                   |                                            |          | (13,000    | )                 |         |   | 30,000     |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Changes in operating assets and liabilities                                      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts receivable                        |          |            | (827,000          | )       |   |            | 1,491,000  |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Inventories                                |          |            | 2,851,000         |         |   |            | (1,885,000 | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Prepaid expenses                           |          |            | (30,000           | )       |   |            | (151,000   | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accounts payable                           |          |            | (807,000          | )       |   |            | (55,000    | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Accrued liabilities                        |          |            | 157,000           |         |   |            | (504,000   | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Customers deposits                        |          |            | (302,000          | )       |   |            | 1,800,000  |        
|                                                                                  |                                            |          |            |                   |         |  
|Net cash provided from operating activities                                       |                                            |          | 1,750,000  |                   |         |   | 2,747,000  |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Cash flows from investing activities:                                            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Purchases of property, plant and equipment |          |            | (508,000          | )       |   |            | (807,000   | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Purchases of intangibles                   |          |            | (21,000           | )       |   |            | (24,000    | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Other                                      |          |            | 28,000            |         |   |            | (16,000    | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net cash used in investing activities                                             |                                            |          | (501,000   | )                 |         |   | (847,000   | )         
|                                                                                  |                                            |          |            |                   |         |  
|Cash flows from financing activities:                                            
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Payment of long-term obligations           |          |            | (210,000          | )       |   |            | (211,000   | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Net payments on line of credit             |          |            |                  |         |   |            | (1,883,000 | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Proceeds from stock issuance               |          |            | 100,000           |         |   |            | 352,000    |        
|                                                                                  |                                            |          |            |                   |         |  
|Net cash used in financing activities                                             |                                            |          | (110,000   | )                 |         |   | (1,742,000 | )         
|                                                                                  |                                            |          |            |                   |         |  
|Net increase in cash and cash equivalents                                         |                                            |          | 1,139,000  |                   |         |   | 158,000    |           
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Cash and cash equivalents at beginning of period                                  |                                            |          | 1,101,000  |                   |         |   | 544,000    |           
|                                                                                  |                                            |          |            |                   |         |  
|Cash and cash equivalents at end of period                                        |                                            | $        | 2,240,000  |                   |         | $ | 702,000    |           
|                                                                                  |                                            |          |            |                   |         |  
|Supplemental disclosure of cash flow information:                                
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Cash paid during the period:              
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                            | Interest |            | $                 | 625,000 |   |            | $          | 759,000 | 

See accompanying notes to condensed consolidated financial statements.

5



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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2001

NOTE A FINANCIAL INFORMATION

Lifecore Biomedical, Inc. (the Company) produces biomaterials and medical
devices for various surgical markets and provides specialized contract aseptic
manufacturing services through its two divisions, the Hyaluronan Division and
the Oral Restorative Division. The Companys manufacturing facility is located
in Chaska, Minnesota. The Hyaluronan Division markets its products through OEM
and contract manufacturing alliances in the fields of general surgery,
ophthalmology, veterinary and wound care management. The Oral Restorative
Division markets its products through direct sales in the United States, Italy
and Germany and through distributors in other foreign countries.

The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with Regulation S-X pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted pursuant to such rules and
regulations, although management believes that the disclosures are adequate to
make the information presented not misleading.

In the opinion of management, the unaudited consolidated condensed financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March 31,
2001, and the results of operations and cash flows for the nine month periods
ended March 31, 2001 and 2000. The results of operations for the nine months
ended March 31, 2001 are not necessarily indicative of the results for the full
year or of the results for any future periods. The unaudited consolidated
condensed balance sheet as of June 30, 2000 has been derived from audited
financial statements as of that date.

In preparation of the Companys consolidated financial statements, management
is required to make estimates and assumptions that affect reported amounts of
assets and liabilities and related revenues and expenses. Actual results could
differ from the estimates used by management.

NOTE B INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market. Inventories not expected to be consumed within one year are classified
as a long-term asset. Finished good inventories include hyaluronan, packaged
aseptic and oral restorative products. Inventories consist of the following:

|                 |  |             |            |  |          |   |            | 
|---------------- |  | ----------- | ---------- |  | -------- | - | ---------- | 
|                 |  | March 31,   |            |  | June 30, |  
|                 |  | 2001        |            |  | 2000     |  
|                 |  |             |            |  |          |  
|                 |  | (Unaudited) |           
|Raw materials    |  | $           | 3,035,000  |  |          | $ | 3,833,000  | 
|                
|                
|                
|                
|Work in progress |  |             | 425,000    |  |          |   | 255,000    | 
|                
|                
|                
|                
|Finished goods   |  |             | 15,347,000 |  |          |   | 17,570,000 | 
|                 |  |             |            |  |          |  
|                 |  | $           | 18,807,000 |  |          | $ | 21,658,000 | 
|                 |  |             |            |  |          |  

6



---



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

March 31, 2001

NOTE C AGREEMENTS

The Company and ETHICON, INC., a Johnson & Johnson Company (ETHICON), have
entered into a Conveyance, License, Development and Supply Agreement (the
ETHICON Agreement). Under the terms of the ETHICON Agreement, ETHICON
transferred to the Company its ownership in certain technology related to
research and development previously conducted on the Companys sodium
hyaluronan material. The technology transferred to the Company includes written
technical documents related to ETHICONs research and development of a product
to inhibit the formation of postsurgical adhesions. These documents include
product specifications, methods and techniques, technology, know-how and
certain patent applications. The Company has assumed responsibility for
continuing the anti-adhesion development project including conducting human
clinical trials on GYNECARE INTERGEL* Adhesion Prevention Solution. The
Company has granted ETHICON exclusive worldwide marketing rights through 2008
to the products developed by the Company within defined fields of use.

The Company has made and continues to make a significant investment in the
development and testing of GYNECARE INTERGEL Solution. The Company submitted
an application for FDA Pre-Market Approval (PMA) in March 1999, which was
accepted by the FDA in May 1999 for expedited review. In January 2000, an
advisory panel to the FDA recommended to the FDA that GYNECARE INTERGEL
Solution not be approved for use in the United States. In June 2000, the
Company filed a major amendment to the PMA to address the concerns raised at
the January Panel meeting. After review of the amendment, FDAs Office of
Device Evaluation (ODE) determined that, while the results of clinical
testing may appear to be encouraging, in their opinion there was not sufficient
information to demonstrate reasonable assurance of safety and effectiveness.
Thus, ODE concluded that the PMA is not approvable at this time and notified
the Company of options for agency review of ODEs determination.

The Companys current PMA application remains open while it pursues the formal
dispute resolution process outlined under the auspices of the FDA Modernization
Act of 1997. The Company is scheduled to appear before the Medical Devices
Dispute Resolution Panel (MDDRP) on June 4, 2001. That Panel is expected to
make a determination and recommendation to the FDAs Director of the Center for
Devices and Radiological Health regarding GYNECARE INTERGEL Solution. However,
even if the Company ultimately receives approval from the FDA, there can be no
assurance that it will receive market acceptance. Failure to achieve
significant sales of the product could have a material adverse effect on future
prospects for the Companys operations.

NOTE D LINE OF CREDIT

The Company has an agreement with a bank for a $5,000,000 line of credit. The
agreement allows for advances against eligible accounts receivable and
inventories, subject to a borrowing base certificate. Interest is accrued at
the prime rate which was 8.00% and 9.50% at March 31, 2001 and June 30, 2000,
respectively. The agreement has a maturity date of December 28, 2001. At
March 31, 2001 and June 30, 2000, there was no balance outstanding under this
line of credit. The terms of the agreement require the Company to comply with
various financial covenants including minimum net worth, capital expenditure
limitations and fixed charge coverage ratio. At March 31, 2001 and June 30,
2000, the Company was in compliance with all covenants, except for the fixed
charge coverage ratio at March 31, 2001, for which the bank issued a waiver of
compliance.



|* |  | Capitalized product names are trademarks of ETHICON, INC.
|- |  | ---------------------------------------------------------

7



---



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

March 31, 2001

NOTE E NET INCOME (LOSS) PER SHARE

The Companys basic net income (loss) per share amounts have been computed by
dividing net income (loss) by the weighted average number of outstanding common
shares. The Companys diluted net income (loss) per share is computed by
dividing net income (loss) by the weighted average number of outstanding common
shares and common share equivalents relating to stock options, when dilutive.
For the three months and nine months ended March 31, 2000, the Company reported
a net loss and as such, no common share equivalents were included in the
computation of diluted net loss per share. However, if the Company would have
reported net income in the three months and nine months ended March 31, 2000,
the common share equivalents that would have been included in the computation
of diluted net income per share were 154,209 and 225,621. For the three months
and nine months ended March 31, 2001, the Company reported a net loss and as
such, no common share equivalents were included in the computation of diluted
net loss per share. However, if the Company would have reported net income in
the three months and the nine months ended March 31, 2001, the common share
equivalents that would have been included in the computation of diluted net
income per share were 6,874 and 29,107.

Options to purchase 2,689,466 and 1,465,086 shares of common stock with a
weighted average exercise price of $12.75 and $16.65 were outstanding at March
31, 2001 and 2000, respectively, but were excluded from the computation of
common share equivalents because their exercise prices were greater than the
average market price of the common shares on such dates.

NOTE F SEGMENT INFORMATION

The Company operates two business segments. The Hyaluronan Division
manufactures, markets and sells products containing hyaluronan and provides
contract aseptic packaging services. The Oral Restorative Division produces
and markets various oral restorative products to the area of implant dentistry.
Currently, products containing hyaluronan are sold primarily to customers
pursuant to supply agreements. Sales to Alcon Laboratories under such
agreements were 19% of total sales in the nine months ended March 31, 2001 and
2000. The Companys Oral Restorative Division markets products directly to
clinicians and dental laboratories in the United States, Italy and Germany and
primarily through distributorship arrangements in other foreign locations. The
operations of the Companys Italian subsidiary, Lifecore Biomedical SpA, and
the Companys German subsidiary, Lifecore Biomedical GmbH have not been
material to the consolidated financial statements.

Segment assets and the basis of segmentation are consistent with that reported
at June 30, 2000. Segment information for sales and income (loss) from
operations are as follows:

|                              |                           |   |                              |           |   |                             |           |            |      |   |            |            |   |   |            |            |  
|----------------------------- | ------------------------- | - | ---------------------------- | --------- | - | --------------------------- | --------- | ---------- | ---- | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                              |                           |   | Three months ended March 31, |           |   | Nine months ended March 31, |          
|                              |                           |   |                              |           |   |                             |          
|                              |                           |   | 2001                         |           |   | 2000                        |           |            | 2001 |   |            | 2000       |  
|                              |                           |   |                              |           |   |                             |           |            |      |   |            |            |  
|Net sales                    
|                             
|                             
|                             
|                             
|                              | Hyaluronan products       |   | $                            | 3,343,000 |   |                             | $         | 3,073,000  |      |   | $          | 10,558,000 |   |   | $          | 9,313,000  |  
|                             
|                             
|                             
|                             
|                              | Oral restorative products |   |                              | 5,284,000 |   |                             |           | 5,132,000  |      |   |            | 14,682,000 |   |   |            | 14,559,000 |  
|                              |                           |   |                              |           |   |                             |           |            |      |   |            |           
|                              |                           | $ | 8,627,000                    |           |   | $                           | 8,205,000 |            |      | $ | 25,240,000 |            |   | $ | 23,872,000 |           
|                              |                           |   |                              |           |   |                             |           |            |      |   |            |            |  
|Income (loss) from operations
|                             
|                             
|                             
|                             
|                              | Hyaluronan products       |   | $                            | (439,000  | ) |                             | $         | (1,249,000 | )    |   | $          | (482,000   | ) |   | $          | (375,000   | )
|                             
|                             
|                             
|                             
|                              | Oral restorative products |   |                              | (33,000   | ) |                             |           | 496,000    |      |   |            | (755,000   | ) |   |            | 587,000    |  
|                              |                           |   |                              |           |   |                             |           |            |      |   |            |           
|                              |                           | $ | (472,000                     | )         |   | $                           | (753,000  | )          |      | $ | (1,237,000 | )          |   | $ | 212,000    |           
|                              |                           |   |                              |           |   |                             |           |            |      |   |            |            |  

8



---






LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION

Results of Operations

Three Months Ended March 31, 2001 Compared to Three Months
Ended March 31, 2000

|                        |                            |          |            |         |          |                  |            |              |      |   |           |           |  |   |           |           |  |      |           |           |  |   |           |           | 
|----------------------- | -------------------------- | -------- | ---------- | ------- | -------- | ---------------- | ---------- | ------------ | ---- | - | --------- | --------- |  | - | --------- | --------- |  | ---- | --------- | --------- |  | - | --------- | --------- | 
|                        |                            |          | Hyaluronan |         |          | Oral Restorative |           
|(Unaudited)             |                            | Division |            |         | Division |                  |            | Consolidated |     
|                        |                            |          |            |         |          |                  |            |              |      |  
|                        |                            |          | 2001       |         |          | 2000             |            |              | 2001 |   |           | 2000      |  |   | 2001      |           |  | 2000 |          
|                        |                            |          |            |         |          |                  |            |              |      |   |           |           |  |   |           |           |  |      |          
|Net sales               |                            | $        | 3,343,000  |         |          | $                | 3,073,000  |              |      | $ | 5,284,000 |           |  | $ | 5,132,000 |           |  | $    | 8,627,000 |           |  | $ | 8,205,000 |          
|                       
|                       
|                       
|                       
|Cost of goods sold      |                            |          | 2,385,000  |         |          |                  | 3,024,000  |              |      |   | 2,047,000 |           |  |   | 2,156,000 |           |  |      | 4,432,000 |           |  |   | 5,180,000 |          
|                        |                            |          |            |         |          |                  |            |              |      |   |           |           |  |   |           |           |  |     
|Gross profit            |                            |          | 958,000    |         |          |                  | 49,000     |              |      |   | 3,237,000 |           |  |   | 2,976,000 |           |  |      | 4,195,000 |           |  |   | 3,025,000 |          
|                       
|                       
|                       
|                       
|Operating expenses     
|                       
|                       
|                       
|                       
|                        | Research and development   |          |            | 915,000 |          |                  |            | 902,000      |      |   |           | 296,000   |  |   |           | 162,000   |  |      |           | 1,211,000 |  |   |           | 1,064,000 | 
|                       
|                       
|                       
|                       
|                        | Marketing and sales        |          |            | 51,000  |          |                  |            | 27,000       |      |   |           | 2,276,000 |  |   |           | 1,830,000 |  |      |           | 2,327,000 |  |   |           | 1,857,000 | 
|                       
|                       
|                       
|                       
|                        | General and administrative |          |            | 431,000 |          |                  |            | 369,000      |      |   |           | 698,000   |  |   |           | 488,000   |  |      |           | 1,129,000 |  |   |           | 857,000   | 
|                        |                            |          |            |         |          |                  |            |              |      |   |           |           |  |   |           |           |  |     
|                        |                            |          | 1,397,000  |         |          |                  | 1,298,000  |              |      |   | 3,270,000 |           |  |   | 2,480,000 |           |  |      | 4,667,000 |           |  |   | 3,778,000 |          
|                        |                            |          |            |         |          |                  |            |              |      |   |           |           |  |   |           |           |  |     
|Operating income (loss) |                            | $        | (439,000   | )       |          | $                | (1,249,000 | )            |      | $ | (33,000   | )         |  | $ | 496,000   |           |  | $    | (472,000  | )         |  | $ | (753,000  | )        
|                        |                            |          |            |         |          |                  |            |              |      |   |           |           |  |   |           |           |  |     

Net sales for the quarter ended March 31, 2001 increased $422,000 or 5% as
compared to the same quarter of last fiscal year. Hyaluronan product sales for
the current quarter increased $270,000 as compared to the same quarter of last
fiscal year. The sales increase was from higher veterinary and orthopedic
bone-regeneration hyaluronan revenues compared to the prior year. Oral
restorative product sales for the current quarter increased 3% compared to the
same quarter of last fiscal year. A 15% International sales increase of oral
restorative products was offset by a 4% decrease in Domestic sales. The
Domestic oral restorative sales decrease in the current quarter was due to
reduced regeneration product sales. The Company ceased distribution of
LifeCell Corporations AlloDerm(R) Acellular Dermal Graft as of July 31, 2000.
Exclusive of AlloDerm(R) Graft product line sales in the current quarter and
the year ago quarter, Domestic oral restorative sales increased by 17%.

Consolidated gross margin increased to 49% for the current quarter from 37% for
the same quarter of last fiscal year. The gross margin for the Hyaluronan
Division increased to 29% from 2% due to absorption of unused capacity
associated with the Companys Hyaluronan production. The unused capacity is a
result of an unanticipated delay with the FDA for U.S. marketing approval of
GYNECARE INTERGEL Solution. The gross margin for the Oral Restorative Division
increased to 61% for the current quarter from 58% for the same quarter of last
fiscal year. The increase in gross margin can be attributed to the absence of
the lower margin AlloDerm Graft product line sales in the current quarter
compared to the same quarter of last fiscal year.

Research and development expenses increased $147,000 or 14% for the current
quarter as compared to the same quarter of last fiscal year. The increase
resulted principally from product development costs for the RBM STAGE-1 Single
Stage Implant that was introduced in March 2001 and from the ongoing regulatory
process with the FDA for GYNECARE INTERGEL Solution.

9



---



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (cont.)

Marketing and sales expenses increased $470,000 or 25% in the current quarter
as compared to the same quarter of last fiscal year due to promotion of new
products, an increase in Domestic sales personnel and costs associated with
international expansion.

General and administrative expenses increased $272,000 or 32% for the current
quarter as compared to the same quarter last fiscal year. The increase is
principally from costs associated with operating Lifecore Germany and higher
legal and insurance expenses in the current period as compared to the same
period of last fiscal year.

Net other expense decreased $25,000 for the current quarter as compared to the
same quarter of last fiscal year. Interest income increased $9,000 due to a
higher average amount of cash to invest than in the same quarter of last fiscal
year. Interest expense decreased $14,000 for the current quarter due to lower
average borrowings as compared to the same quarter of last fiscal year.

Nine Months Ended March 31, 2001 Compared to Nine
Months Ended March 31, 2000

|                        |                            |          |            |           |          |                  |           |              |      |   |            |           |  |   |            |           |  |      |            |           |  |   |            |           | 
|----------------------- | -------------------------- | -------- | ---------- | --------- | -------- | ---------------- | --------- | ------------ | ---- | - | ---------- | --------- |  | - | ---------- | --------- |  | ---- | ---------- | --------- |  | - | ---------- | --------- | 
|                        |                            |          | Hyaluronan |           |          | Oral Restorative |          
|(Unaudited)             |                            | Division |            |           | Division |                  |           | Consolidated |     
|                        |                            |          |            |           |          |                  |           |              |      |  
|                        |                            |          | 2001       |           |          | 2000             |           |              | 2001 |   |            | 2000      |  |   | 2001       |           |  | 2000 |           
|                        |                            |          |            |           |          |                  |           |              |      |   |            |           |  |   |            |           |  |      |           
|Net sales               |                            | $        | 10,558,000 |           |          | $                | 9,313,000 |              |      | $ | 14,682,000 |           |  | $ | 14,559,000 |           |  | $    | 25,240,000 |           |  | $ | 23,872,000 |          
|                       
|                       
|                       
|                       
|Cost of goods sold      |                            |          | 7,319,000  |           |          |                  | 5,906,000 |              |      |   | 5,989,000  |           |  |   | 6,153,000  |           |  |      | 13,308,000 |           |  |   | 12,059,000 |          
|                        |                            |          |            |           |          |                  |           |              |      |   |            |           |  |   |            |           |  |     
|Gross profit            |                            |          | 3,239,000  |           |          |                  | 3,407,000 |              |      |   | 8,693,000  |           |  |   | 8,406,000  |           |  |      | 11,932,000 |           |  |   | 11,813,000 |          
|                       
|                       
|                       
|                       
|Operating expenses     
|                       
|                       
|                       
|                       
|                        | Research and development   |          |            | 2,310,000 |          |                  |           | 2,591,000    |      |   |            | 795,000   |  |   |            | 485,000   |  |      |            | 3,105,000 |  |   |            | 3,076,000 | 
|                       
|                       
|                       
|                       
|                        | Marketing and sales        |          |            | 147,000   |          |                  |           | 102,000      |      |   |            | 6,542,000 |  |   |            | 5,695,000 |  |      |            | 6,689,000 |  |   |            | 5,797,000 | 
|                       
|                       
|                       
|                       
|                        | General and administrative |          |            | 1,264,000 |          |                  |           | 1,089,000    |      |   |            | 2,111,000 |  |   |            | 1,639,000 |  |      |            | 3,375,000 |  |   |            | 2,728,000 | 
|                        |                            |          |            |           |          |                  |           |              |      |   |            |           |  |   |            |           |  |     
|                        |                            |          | 3,721,000  |           |          |                  | 3,782,000 |              |      |   | 9,448,000  |           |  |   | 7,819,000  |           |  |      | 13,169,000 |           |  |   | 11,601,000 |          
|                        |                            |          |            |           |          |                  |           |              |      |   |            |           |  |   |            |           |  |     
|Operating income (loss) |                            | $        | (482,000   | )         |          | $                | (375,000  | )            |      | $ | (755,000   | )         |  | $ | 587,000    |           |  | $    | (1,237,000 | )         |  | $ | 212,000    |          
|                        |                            |          |            |           |          |                  |           |              |      |   |            |           |  |   |            |           |  |     

Net sales for the nine months ended March 31, 2001 increased $1,368,000 or 6%
as compared to the same period of last fiscal year. Hyaluronan product sales
for the period increased $1,245,000 or 13% as compared to the same period of
last fiscal year. The sales increase was the result of higher ophthalmic and
orthopedic bone-regeneration hyaluronan revenues compared to the prior year.
Oral restorative product sales for the current period increased $123,000 or 1%
compared to the same period of last fiscal year. A 12% International sales
increase of oral restorative products was offset by a 5% decrease in Domestic
sales. The Domestic oral restorative sales decrease in the current period was
due to reduced regeneration product sales. The Company ceased distribution of
LifeCell Corporations AlloDerm(R) Acellular Dermal Graft as of July 31, 2000.
Exclusive of AlloDerm(R) Graft product line sales in the current period and the
year ago period, Domestic oral restorative sales increased by 11%.

10



---



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (cont.)

Consolidated gross margin decreased to 47% for the current period from 49% for
the same period of last fiscal year. The gross margin for the Hyaluronan
Division decreased to 31% from 37% due to unabsorbed excess capacity costs
associated with decreased hyaluronan production. That production has been
slowed due to unexpected delays in the FDA review process of GYNECARE INTERGEL
Solution for U.S. distribution. The gross margin for the Oral Restorative
Division increased to 59% for the current period from 58% for the same period
of last fiscal year.

Research and development expenses increased $29,000 or 1% for the current
period as compared to the same period of last fiscal year. The increase
resulted principally from product development costs for the RBM STAGE-1 Single
Stage Implant that was introduced in March 2001 and from increased costs
associated with the ongoing regulatory process with the FDA for GYNECARE
INTERGEL Solution.

Marketing and sales expenses increased $892,000 or 15% for the current period
as compared to the same period of last fiscal year due to promotion of new
products, an increase in Domestic sales personnel and costs associated with
international expansion.

General and administrative expenses increased $647,000 or 24% principally from
costs associated with operating Lifecore Germany and higher legal and insurance
expenses in the current period as compared to the same period of last fiscal
year.

Net other expense decreased $86,000 for the current period as compared to the
same period of last fiscal year. The $114,000 increase in interest income
results from a higher than average amount of cash to invest than in the same
period of last fiscal year. Interest expense decreased $30,000 for the current
period principally due to lower average borrowings as compared to the same
period of last fiscal year.

Liquidity and Capital Resources

The Companys Annual Report on Form 10-K for the year ended June 30, 2000
contains a detailed discussion of Lifecores liquidity and capital resources.
In conjunction with this Quarterly Report on Form 10-Q, investors should read
the 2000 Form 10-K.

While the Company has had positive cash flow from operations in fiscal 2001 and
2000, the Company had significant operating cash flow deficits in fiscal years
1999 and 1998. As the Hyaluronan Divisions production levels increase, its
related production efficiencies will increase. However, charges for unabsorbed
overhead costs associated with the Companys hyaluronan production have
negatively impacted operating results in the current period. These charges are
a result of an unanticipated delay by the FDA in the review process for
GYNECARE INTERGEL Solution marketing approval in the U.S. The Company expects
that its Hyaluronan Division gross margins will continue to be negatively
impacted until marketing approval for GYNECARE INTERGEL Solution is achieved
and production levels increase. Also, marketing and sales expenses for the
oral restorative products are expected to continue at a high level, and
personnel costs have increased. The ongoing research, development and PMA
process costs for GYNECARE INTERGEL Solution will continue for the foreseeable
future.

The loan agreement between the Company and the holder of the industrial
development revenue bonds issued to finance the Companys Chaska, Minnesota
facility was amended in June 2000 to waive the fixed charge coverage ratio and
the cash flow coverage ratio through June 30, 2001. With respect to certain of
these covenants, the Company

11



---



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (cont.)

may be required to obtain further waivers for
fiscal 2002. There can be no assurance that future waivers will be granted to
the Company.

The Company has an agreement with a bank for a $5,000,000 line of credit. The
agreement allows for advances against eligible accounts receivable and
inventories, subject to a borrowing base certificate. Interest is accrued at
the prime rate which was 8.00% and 9.50% at March 31, 2001 and June 30, 2000,
respectively. At March 31, 2001 and June 30, 2000, there were no balances
outstanding under this line of credit. The terms of the agreement require the
Company to comply with various financial covenants including minimum net worth,
capital expenditure limitations and fixed charge coverage ratio. At March 31,
2001 and June 30, 2000, the Company was in compliance with all covenants,
except for the fixed charge coverage ratio at March 31, 2001, for which the
bank issued a waiver of compliance. The agreement has a maturity date of
December 28, 2001.

The Company has made and continues to make a significant investment in the
development and testing of GYNECARE INTERGEL Solution. The Company submitted
an application for FDA Pre-Market Approval (PMA) in March 1999, which was
accepted by the FDA in May 1999 for expedited review. In January 2000, an
advisory panel to the FDA recommended to the FDA that GYNECARE INTERGEL
Solution not be approved for use in the United States. In June 2000, the
Company filed a major amendment to the PMA to address the concerns raised at
the January Panel meeting. After review of the amendment, FDAs Office of
Device Evaluation (ODE) determined that, while the results of clinical
testing may appear to be encouraging, in their opinion there was not sufficient
information to demonstrate reasonable assurance of safety and effectiveness.
Thus, ODE concluded that the PMA is not approvable at this time and notified
the Company of options for agency review of ODEs determination.

The Companys current PMA application remains open while it pursues the formal
dispute resolution process outlined under the auspices of the FDA Modernization
Act of 1997. The Company is scheduled to appear before the Medical Devices
Dispute Resolution Panel (MDDRP) on June 4, 2001. That Panel is expected to
make a determination and recommendation to the FDAs Director of the Center for
Devices and Radiological Health regarding GYNECARE INTERGEL Solution. However,
even if the Company ultimately receives approval from the FDA, there can be no
assurance that it will receive market acceptance. Failure to achieve
significant sales of the product could have a material adverse effect on future
prospects for the Companys operations.

The Companys ability to generate positive cash flow from operations and
achieve profitability is dependent upon the continued expansion of revenue from
its hyaluronan and oral restorative businesses. Growth in the Hyaluronan
Division is unpredictable due to the complex governmental regulatory
environment for new medical products and the early stage of certain of these
markets. Similarly, expansion of the Companys Oral Restorative Division sales
is also dependent upon increased revenue from new and existing customers, as
well as successfully competing in a more mature market. With the completion of
the facility expansion, the Company expects its cash generated from anticipated
operations and the availability of the line of credit to satisfy cash flow
needs in the near term. No assurance can be given that the Company will attain
and maintain positive cash flow before its capital resources are exhausted.
While the Companys capital resources appear adequate today, unforeseen events,
prior to achieving and maintaining positive cash flow, could require additional
financing. If additional financing is necessary, no assurance can be given
that such financing will be available and, if available, will be on terms
favorable to the Company and its shareholders.

12



---



LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (cont.)

Cautionary Statement

Certain statements in this Form 10-Q are forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. Statements that imply
continued financial improvement and the timing or outcome of the FDA review
process for GYNECARE INTERGEL(TM) Solution are subject to change. Because of
numerous risks and uncertainties in the regulatory aspects of Lifecores
business activity, actual results may differ materially from those implied.
Investors are referred to a more detailed discussion of those risks presented
in Managements Discussion and Analysis of Financial Condition and
Results of Operations section in the Companys Annual Report on Form 10-K for
the year ended June 30, 2000.

13



---






LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company invests its excess cash in money market mutual funds and highly
rated corporate debt securities. All investments are held-to-maturity. The
market risk on such investments is minimal.

Receivables from sales to foreign customers are denominated in U.S. Dollars.
Transactions at the Companys foreign subsidiaries, Lifecore Biomedical SpA and
Lifecore Biomedical GmbH, are in Italian Lira and Deutsche Marks, respectively.
The Company has historically had minimal exposure to changes in foreign
currency exchange rates, and as such, has not used derivative financial
instruments to manage foreign currency fluctuation risk.

14



---









LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits and Exhibit Index



| | 3.1 |  | Restated Articles of Incorporation, as amended
(incorporated by reference to Exhibit 19(a) to Amendment No. 1 on
Form 8, dated July 13, 1988, to Form 10-Q for the quarter ended
December 31, 1987), as amended by Amendment No. 2, (incorporated
by reference to Exhibit 3.1 to Form 10-K for the year ended June
30, 1997)
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3.2 |  | Amended Bylaws, (incorporated by reference to Exhibit
3.2 to Form 10-K/A for the year ended June 30, 1995)                                                                                                                                                                                                                  
|
| | 3.3 |  | Form of Rights Agreement, dated as of May 23, 1996,
between the Company and Norwest Bank Minnesota, National
Association (incorporated by reference to Exhibit 1 to the
Companys Form 8-A Registration Statement dated May 31, 1996)                                                                                       
|
| | 4.1 |  | Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to 1987 S-2 Registration Statement [File
No. 33-12970])                                                                                                                                                                                          

b. Reports on Form 8-K



| |     
| | ----
| | None

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LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

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 thereunto duly authorized.

|       |  |              |  |  |                                                                                                                             
|------ |  | ------------ |  |  | ----------------------------------------------------------------------------------------------------------------------------
|       |  |              |  |  | LIFECORE BIOMEDICAL, INC.                                                                                                   
|      
|      
|Dated: |  | May 14, 2001 |  |  | /s/ James W. Bracke
James W. Bracke
President & Chief Executive Officer                                                     
|      
|      
|Dated: |  | May 14, 2001 |  |  | /s/ Dennis J. Allingham
Dennis J. Allingham
Executive Vice President
& Chief Financial Officer
(Principal Financial Officer)

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