S-8 POS

Registration No. 33-38914

As filed with the United States Securities and Exchange Commission on March 26, 2008

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

LIFECORE BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction
of incorporation or
organization) 41-0948334
(I.R.S. Employer
Identification No.)

3515 Lyman Boulevard
Chaska, Minnesota 55318
(Address of Principal Executive Offices)

LIFECORE BIOMEDICAL, INC. 1990 STOCK PLAN
(Full title of the plan)

Dennis J. Allingham
Chief Executive Officer
Lifecore Biomedical, Inc.
3515 Lyman Boulevard
Chaska, Minnesota 55318
(952) 368-4300
(Name and address of agent for service)

Copy to:

Robert A. Rosenbaum
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

TERMINATION OF REGISTRATION OF SECURITIES

     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 33-38914) (the “Registration Statement”) of Lifecore Biomedical, Inc. (the “Company”), which was filed with the U.S. Securities and Exchange Commission on February 8, 1991. The Registration Statement registered 500,000 shares of the Company’s common stock, par value $.01 per share, (the “Common Stock”) pursuant to the Company’s 1990 Stock Plan (the “Plan”).

     On March 26, 2008 (the “Closing Date”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of January 15, 2008, by and among SBT Holdings Inc., a Delaware corporation (the “Parent”), SBT Acquisition Inc., a Minnesota corporation and wholly owned subsidiary of the Parent (the “Purchaser”), and the Company, the Purchaser was merged with and into the Company with the Company continuing as the surviving corporation (the “Merger”). As a result of the Merger, the Common Stock is held of record by fewer than 300 persons. Accordingly, the Company intends to file a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission with respect to its Common Stock.

     As a result of the Merger, no additional shares of Common Stock will be issued under the Plan. The Company is filing this Post-Effective Amendment No. 1 to remove and withdraw from registration all shares of Common Stock and any additional securities registered pursuant to this Registration Statement that remain unissued.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chaska, State of Minnesota, on the 26^th day of March, 2008.

LIFECORE BIOMEDICAL, INC.
By:	/s/ Dennis J. Allingham
	Dennis J. Allingham
	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 26^th day of March, 2008.

Signature	Title
/s/ Dennis J. Allingham Dennis J. Allingham	President, Chief Executive Officer and Director (principal executive officer)
/s/ David M. Noel David M. Noel	Vice President of Finance and Chief Financial Officer (principal financial and accounting officer)
*	Director
Martin J. Emerson
*	Director
Thomas H. Garrett
*	Director
Luther T. Griffith
*	Director
Richard W. Perkins
*	Lead Director
John E. Runnells, III

* By	/s/ Dennis J. Allingham Dennis J. Allingham
	Attorney-in-Fact, pursuant to Power of Attorney filed herewith

INDEX TO EXHIBITS

Exhibit No.
Exhibit 24	Power of Attorney

EX-24

Exhibit 24

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis J. Allingham and David M. Noel, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign a post-effective amendment to each of the Registration Statements set forth on Annex 1, each relating to the registration of shares of Common Stock, par value $0.01 per share, of Lifecore Biomedical, Inc., and to file each of the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and with such state commissions and other agencies as necessary, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 25^th day of March, 2008, by the following persons:

Signature	Title
/s/ Dennis J. Allingham Dennis J. Allingham	President, Chief Executive Officer and Director (principal executive officer)
/s/ David M. Noel	Vice President of Finance and Chief Financial Officer
David M. Noel	(principal financial and accounting officer)
/s/ Martin J. Emerson	Director
Martin J. Emerson
/s/ Thomas H. Garrett	Director
Thomas H. Garrett
/s/ Luther T. Griffith	Director
Luther T. Griffith
/s/ Richard W. Perkins	Director
Richard W. Perkins
/s/ John E. Runnells, III	Lead Director
John E. Runnells, III

ANNEX 1
REGISTRATION STATEMENTS

• Registration Statement on Form S-8 (Registration No. 33-19288), effective December 23, 1987

• Registration Statement on Form S-8 (Registration No. 33-26065), effective February 18, 1988

• Registration Statement on Form S-8 (Registration No. 33-32984), effective January 12, 1990

• Registration Statement on Form S-8 (Registration No. 33-38914), effective February 8, 1991

• Registration Statement on Form S-8 (Registration No. 33-84380), September 26, 1994

• Registration Statement on Form S-8 (Registration No. 333-18515), December 20, 1996

• Registration Statement on Form S-8 (Registration No. 333-128312), September 14, 2005

• Registration Statement on Form S-3 (Registration No. 333-60987), August 21, 1998

• Registration Statement on Form S-3 (Registration No. 333-32144), March 10, 2000

• Registration Statement on Form S-3 (Registration No. 333-58506), April 23, 2001

• Registration Statement on Form S-3 (Registration No. 333-65580), August 3, 2001

• Registration Statement on Form S-3 (Registration No. 333-73796), November 20, 2001