united stateS
securities and exchange commission

Washington, D.C. 20549

form 8-k

current report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2018

Royal Hawaiian Orchards, L.P.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-9145		99-0248088
(Commission File Number)		(IRS Employer Identification No.)

688 Kinoole Street, Suite 121, Hilo, Hawaii 96720

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

808-747-8471

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

As described in an information statement filed by Royal Hawaiian Orchards, L.P. (the “Registrant”), with the Securities and Exchange Commission and mailed to the limited partners on May 7, 2018, upon the recommendation of the Registrant’s general partner, limited partners holding approximately 18,893,765 depositary units representing Class A units of limited partnership interests (“Units”), or approximately 85%, of the Registrant’s outstanding Units, adopted resolutions on March 14, 2018, by majority written consent in lieu of a meeting of limited partners approving amendments to the Registrant’s Amended and Restated Agreement of Limited Partnership. The amendments authorize the Registrant’s general partner to (i) effect pro rata splits and combinations of partnership interests, including reverse splits, and (ii) eliminate the requirement for limited partnership interests to be represented by certificates (the “Amendments”).

Pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Amendments could not become effective until 20 calendar days following the mailing of the information statement to the limited partners. The board of directors of the Registrant’s general partner declared the Amendments effective on May 28, 2018.

Item 8.01

Other Events.

On May 29, 2018, the Registrant issued a press release announcing that the board of directors of the Registrant’s general partner has declared a one for 2000 reverse split of the Registrant’s Units effective after the market closes on June 8, 2018. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
99.1		Press Release, dated May 29, 2018.

signature

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 hereunto duly authorized.

	Royal Hawaiian Orchards, L.P.
		(Registrant)

Date: May 29, 2018
	By:	Royal Hawaiian Resources, Inc.,
		its Managing General Partner


	By:	/s/ Bradford C. Nelson
	Name:	Bradford C. Nelson
	Title:	President, Chief Executive Officer and Chief
		Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated May 29, 2018.

ROYAL HAWAIIAN ORCHARDS, L.P. 8-K