UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended October 31, 2008
 Commission file number: 000-33385
 CALAVO GROWERS, INC.
 (Exact name of registrant as specified in its charter)
 California
(State of incorporation)
    
    33-0945304
(I.R.S. Employer Identification No.)1141-A Cummings Road, Santa Paula, CA
(Address of principal executive offices)
    
    93060
(Zip code)
 Registrants telephone number, including area code: (805) 525-1245
Securities registered pursuant to Section 12(b) of the Act:
 Name Of Each ExchangeTitle of Each Class
    
    On Which RegisteredCommon Stock, $0.001 Par Value per Share
    
    Nasdaq Global Select Market
 Securities registered pursuant to Section 12(g) of the Act: None
 o x
 o x
 x o
 o
  Large accelerated filer o
    
    Accelerated filer x
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o x
  Documents Incorporated by Reference




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EXPLANATORY NOTE
 Exhibits and Financial Statement Schedules
  2




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Part IV
 Item 15.
    
    Exhibits and Financial Statement Schedules
 Exhibits
 ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger and Reorganization dated as of
February 20, 2001 between Calavo Growers, Inc. and Calavo
Growers of California.12.2
    
    
    Agreement and Plan of Merger dated as of November 7, 2003
Among Calavo Growers, Inc., Calavo Acquisition, Inc., Maui Fresh
International, Inc. and Arthur J. Bruno, Robert J. Bruno and Javier J. Badillo63.1
    
    
    Articles of Incorporation of Calavo Growers, Inc.13.2
    
    
    Amended and Restated Bylaws of Calavo Growers, Inc.310.1
    
    
    Form of Marketing Agreement for Calavo Growers, Inc.710.2
    
    
    Marketing Agreement dated as of April 1, 1996 between
Tropical Hawaiian Products, Inc., a Hawaiian corporation,
and Calavo Growers of California.110.3
    
    
    Stock Purchase Agreement dated as of June 1, 2005, between
Limoneira Company and Calavo Growers, Inc.410.4
    
    
    Lease Agreement dated as of November 21, 1997, between Tede
S.A. de C.V., a Mexican corporation, and Calavo de Mexico,
S.A. de C.V., a Mexican corporation, including attached Guaranty
of Calavo Growers of California dated December 16, 1996.110.5
    
    
    Lease agreement dated as of February 15, 2005, between Limoneira
Company and Calavo Growers, Inc.410.6
    
    
    Standstill agreement dated June 1, 2005, between Limoneira
Company and Calavo Growers, Inc.410.7
    
    
    Standstill agreement dated June 1, 2005 between Calavo Growers, Inc.
and Limoneira Company410.8
    
    
    Term Loan Agreement dated April 9, 2008 (effective date May 1, 2008)
between Farm Credit West, PCA, and Calavo Growers, Inc.1110.9
    
    
    2005 Stock Incentive Plan Of Calavo Growers, Inc.510.10
    
    
    Calavo Supplemental Executive Retirement Agreement dated
March 11, 1989 between Egidio Carbone, Jr. and Calavo
Growers of California.110.11
    
    
    Amendment to the Calavo Growers of California Supplemental
Executive Retirement Agreement dated November 9, 1993
Between Egidio Carbone, Jr. and Calavo Growers of California.110.12
    
    
    2001 Stock Option Plan for Directors.210.13
    
    
    2001 Stock Purchase Plan for Officers and Employees.210.14
    
    
    Business Loan Agreement between Bank of America, N.A. and Calavo
Growers, Inc., dated October 15, 2007810.15
    
    
    First Amendment Agreement between Bank of America, N.A. and Calavo
Growers, Inc., dated August 28, 200810.16
    
    
    Form of Stock Option Agreement910.17
    
    
    Acquisition Agreement between Calavo Growers, Inc., a California corporation and Lecil E.
Cole, Eric Weinert, Suzanne Cole-Savard, Guy Cole, and Lecil E. Cole and Mary Jeanette
Cole, acting jointly and severally as trustees of the Lecil E. and Mary Jeanette Cole
Revocable Trust dated October 19, 1993, also known as the Lecil E. and Mary Jeanette Cole
Revocable 1993 Trust dated May 19, 20081021.1
    
    
    Subsidiaries of Calavo Growers, Inc.123.1
    
    
    Consent of Ernst & Young LLP.31.1
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)31.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)32
    
    
    Certification of Chief Executive Officer and Chief Financial Officer of
Periodic Report Pursuant to 18 U.S.C. Section 1350
 3




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1
    
    Previously filed on April 24, 2001 as an exhibit to the Registrants Registration Statement
on Form S-4, File No. 333-59418, and incorporated herein by reference.2
    
    Previously filed on December 18, 2001 as an exhibit to the Registrants Registration
Statement on Form S-8, File No. 333-75378, and incorporated herein by reference.3
    
    Previously filed on December 19, 2002 as an exhibit to the Registrants Report on Form 8-K,
and incorporated herein by reference.4
    
    Previously filed on June 9, 2005 as an exhibit to the Registrants Report on Form 10Q and
incorporated herein by reference.5
    
    Previously filed on March 21, 2005 as an exhibit to the Registrants Definitive Proxy
Statement on Form DEF14A and incorporated herein by reference.6
    
    Previously filed on January 23, 2004 as an exhibit to the Registrants Report on Form 10K and incorporated herein by reference.7
    
    Previously filed on January 28, 2003 as an exhibit to the Registrants Report on Form 10K and incorporated herein by reference.8
    
    Previously filed on October 19, 2007 as an exhibit to the Registrants Report on Form 8K and incorporated herein by reference.9
    
    Previously filed on September 11, 2006 as an exhibit to the Registrants Report on Form 10Q and incorporated herein by reference.10
    
    Previously filed on May 29, 2008 as an exhibit to the Registrants Report on Form 8-K and incorporated herein by reference.11
    
    Previously filed on May 8, 2008 as an exhibit to the Registrants Report on Form 8-K and incorporated herein by reference. 4




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SIGNATURES
  CALAVO GROWERS, INCBy:
    /s/ Lecil E. ColeLecil E. ColeChairman of the Board of Directors,
Chief Executive Officer and President 5




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ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger and Reorganization dated as of
February 20, 2001 between Calavo Growers, Inc. and Calavo
Growers of California.12.2
    
    
    Agreement and Plan of Merger dated as of November 7, 2003
Among Calavo Growers, Inc., Calavo Acquisition, Inc., Maui Fresh
International, Inc. and Arthur J. Bruno, Robert J. Bruno and Javier J. Badillo63.1
    
    
    Articles of Incorporation of Calavo Growers, Inc.13.2
    
    
    Amended and Restated Bylaws of Calavo Growers, Inc.310.1
    
    
    Form of Marketing Agreement for Calavo Growers, Inc.710.2
    
    
    Marketing Agreement dated as of April 1, 1996 between
Tropical Hawaiian Products, Inc., a Hawaiian corporation,
and Calavo Growers of California.110.3
    
    
    Stock Purchase Agreement dated as of June 1, 2005, between
Limoneira Company and Calavo Growers, Inc.410.4
    
    
    Lease Agreement dated as of November 21, 1997, between Tede
S.A. de C.V., a Mexican corporation, and Calavo de Mexico,
S.A. de C.V., a Mexican corporation, including attached Guaranty
of Calavo Growers of California dated December 16, 1996.110.5
    
    
    Lease agreement dated as of February 15, 2005, between Limoneira
Company and Calavo Growers, Inc.410.6
    
    
    Standstill agreement dated June 1, 2005, between Limoneira
Company and Calavo Growers, Inc.410.7
    
    
    Standstill agreement dated June 1, 2005 between Calavo Growers, Inc.
and Limoneira Company410.8
    
    
    Term Loan Agreement dated April 9, 2008 (effective date May 1, 2008)
between Farm Credit West, PCA, and Calavo Growers, Inc.1110.9
    
    
    2005 Stock Incentive Plan Of Calavo Growers, Inc.510.10
    
    
    Calavo Supplemental Executive Retirement Agreement dated
March 11, 1989 between Egidio Carbone, Jr. and Calavo
Growers of California.110.11
    
    
    Amendment to the Calavo Growers of California Supplemental
Executive Retirement Agreement dated November 9, 1993
Between Egidio Carbone, Jr. and Calavo Growers of California.110.12
    
    
    2001 Stock Option Plan for Directors.210.13
    
    
    2001 Stock Purchase Plan for Officers and Employees.210.14
    
    
    Business Loan Agreement between Bank of America, N.A. and Calavo
Growers, Inc., dated October 15, 2007810.15
    
    
    First Amendment Agreement between Bank of America, N.A. and Calavo
Growers, Inc., dated August 28, 200810.16
    
    
    Form of Stock Option Agreement910.17
    
    
    Acquisition Agreement between Calavo Growers, Inc., a California corporation and Lecil E.
Cole, Eric Weinert, Suzanne Cole-Savard, Guy Cole, and Lecil E. Cole and Mary Jeanette
Cole, acting jointly and severally as trustees of the Lecil E. and Mary Jeanette Cole
Revocable Trust dated October 19, 1993, also known as the Lecil E. and Mary Jeanette Cole
Revocable 1993 Trust dated May 19, 20081021.1
    
    
    Subsidiaries of Calavo Growers, Inc.123.1
    
    
    Consent of Ernst & Young LLP.31.1
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)31.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)32
    
    
    Certification of Chief Executive Officer and Chief Financial Officer of
Periodic Report Pursuant to 18 U.S.C. Section 1350
 
 1
    
    Previously filed on April 24, 2001 as an exhibit to the Registrants Registration Statement
on Form S-4, File No. 333-59418, and incorporated herein by reference. 6




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2
    
    Previously filed on December 18, 2001 as an exhibit to the Registrants Registration
Statement on Form S-8, File No. 333-75378, and incorporated herein by reference.3
    
    Previously filed on December 19, 2002 as an exhibit to the Registrants Report on Form 8-K,
and incorporated herein by reference.4
    
    Previously filed on June 9, 2005 as an exhibit to the Registrants Report on Form 10Q and
incorporated herein by reference.5
    
    Previously filed on March 21, 2005 as an exhibit to the Registrants Definitive Proxy
Statement on Form DEF14A and incorporated herein by reference.6
    
    Previously filed on January 23, 2004 as an exhibit to the Registrants Report on Form 10K and incorporated herein by reference.7
    
    Previously filed on January 28, 2003 as an exhibit to the Registrants Report on Form 10K and incorporated herein by reference.8
    
    Previously filed on October 19, 2007 as an exhibit to the Registrants Report on Form 8K and incorporated herein by reference.9
    
    Previously filed on September 11, 2006 as an exhibit to the Registrants Report on Form 10Q and incorporated herein by reference.10
    
    Previously filed on May 29, 2008 as an exhibit to the Registrants Report on Form 8-K and incorporated herein by reference.11
    
    Previously filed on May 8, 2008 as an exhibit to the Registrants Report on Form 8-K and incorporated herein by reference. 7