-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WxLiJQAi+qhFkNwd0zmIKQr9Uz9pQP5qMrevODRDqQ2XoaZdofdwmfoXht47/31w XuLcGHjq8nRzwx50p1lt5w== 0001050502-00-000375.txt : 20000403 0001050502-00-000375.hdr.sgml : 20000403 ACCESSION NUMBER: 0001050502-00-000375 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM ORGANIC PRODUCTS INC CENTRAL INDEX KEY: 0001034992 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 943076294 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-22231 FILM NUMBER: 590932 BUSINESS ADDRESS: STREET 1: 133 COPELAND ST CITY: PETALUMA STATE: CA ZIP: 94952 BUSINESS PHONE: 7077788900 MAIL ADDRESS: STREET 1: 133 STREET 2: COPELAND STREET CITY: PETALUMA STATE: CA ZIP: 94952 FORMER COMPANY: FORMER CONFORMED NAME: ORGANIC FOOD PRODUCTS INC DATE OF NAME CHANGE: 19970304 NT 10-K 1 FORM NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING. (Check One): [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For period ended: December 31, 1999 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read the attached Instruction Sheet Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I - REGISTRANT INFORMATION Full name of registrant: Spectrum Organic Products, Inc. Former name if applicable: Organic Food Products, Inc. Address of Principal Executive: 133 Copeland Street Office (Street and Number) Petaluma, CA 94952 PART II - RULES 12B-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b25(b), the following should be completed (Check box if appropriate) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE. State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period. Registrant has recently completed a merger and is in process of obtaining the information to complete its report in connection with its annual report. The merger is of such significance that operations and information flow are still in the process of being integrated. The additional information needed is of such significance that if not obtained, it would have a material impact on the registrant's financial statements and related disclosures. Additionally, because of the significance and the complexity of the merger, our auditors have not yet been able to complete the audit of the newly merged companies. PART IV - OTHER INFORMATION. (1) Name and telephone number of person to contact in regard to this notification: Richard R. Bacigalupi, (707)778-8900, ext. 3123 (2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Since the Registrant has completed a reverse acquisition, the historical financial statements are now those of the legal acquiree, Spectrum Naturals, Inc., and due to the size of the acquired companies, operations and financial position of the Registrant will not be comparable to the historical financial statements previously reported by Spectrum Naturals, Inc. in the Form S-4 filed on July 30, 1999. Spectrum Organic Products, Inc. -------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 30, 2000 By: /s/ Richard R Bacigalupi - -------------------- -------------------- Richard R Bacigalupi Chief Financial Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitutes Federal Criminal Violations. (See 18 U.S.C. 1001) EX-1 2 EXHIBIT 1 BDO BDO Seidman, LLP One Sansome Street, Suite 1100 Accountants and San Francisco, CA 94104-4430 Consultants Fax: (415) 397-2161 March 30, 2000 Secrurities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. This letter was written in response to the requirement of Rule 12b-25(c) under the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II of Form 12b-25. We are the independent auditors of Spectrum Organic Products, Inc. (formerly Organic Food Products, Inc.)(the "Registrant") The Registrant has stated in Part III of it's filing on Form 12b-25 that it is unable to timely file, without unreasonable effort or expense, its Annual Report on Form 10-KSB for the year ended December 31, 1999 because, in part, our Firm has not completed our audit of the financial statements of the Registrant for the year that ended, and is therefore unable to furnish the required opinion on such financial statements. We hereby advise you that we have read the statements made by the Registrant in Part III of its filing on Form 12b-25 for the year ended December 31, 1999, and agree with the statements made therein. Very truly yours, /s/ BDO Seidman, LLP -------------------- BDO Seidman, LLP -----END PRIVACY-ENHANCED MESSAGE-----