8-K

                                  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): December 15, 2005



                         Spectrum Organic Products, Inc.
                         -------------------------------
             (Exact name of Registrant as specified in its charter)



 California                         333-22997                    94-3076294
- ------------                        ---------                    ----------
(State of                   (Commission File Number)       (IRS Employer ID No.)
Incorporation)



                       5341 Old Redwood Highway, Suite 400
                               Petaluma, CA 94954
                               ------------------
                    (Address of Principal Executive Offices)



                                  707-778-8900
                                  ------------
                         (Registrant's telephone number)



Section 5 - Corporate Governance and Management:

Item 5.01 Change in Control of Registrant

Spectrum Organic Products, Inc. ("Spectrum", the "Company" or the "Registrant")
issued a press release on December 20, 2005 announcing that the merger of the
Company with and into a wholly-owned subsidiary of The Hain Celestial Group,
Inc. (NASDAQ: HAIN) was completed on Friday, December 16, 2005.

Spectrum held a Special Meeting of Shareholders to approve the principal terms
of the merger on December 15, 2005 at its Company headquarters in Petaluma,
California. The total number of shares voted was 42,680,465 out of 46,444,693
shares outstanding as of the record date. The final voting results were
42,485,652 votes for the merger, 133,723 votes against, and 61,090 shares
abstaining.

Section 9 - Financial Information and Exhibits:

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

Exhibit 99.16:      Press release of the Company dated December 20, 2005 titled
                    "Spectrum Organic Products Acquired by the Hain Celestial
                    Group"



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


Dated: December 20, 2005

                                        Spectrum Organic Products, Inc.


                                        /s/ Robert B. Fowles
                                        -------------------------------
                                        Duly Authorized Officer &
                                        Chief Financial Officer

EX-99.1

                         Spectrum Organic Products Inc.


News Release                                              Contact: Andrea Proulx
For Immediate Release                                     ----------------------
- ---------------------                                     707-778-8900 ext. 3101
                                                     andreap@spectrumorganic.com


Spectrum Organic Products Acquired by The Hain Celestial Group
- --------------------------------------------------------------


PETALUMA, CA (December 20, 2005) Spectrum Organic Products, Inc. (OTCBB-SPOP.OB)
announced that the merger with The Hain Celestial Group, Inc. ("Hain") was
completed on December 16, 2005. Under the terms of the merger, Spectrum
shareholders will receive $0.7035 per share, after deducting for excess company
expenses, consisting of $0.3485 per share in cash and $0.355 per share in Hain
Celestial shares, which is based on valuing the Hain shares at $19.80 per share,
as provided in the merger agreement. The Spectrum merger will increase the
amount of Hain Celestial shares outstanding by approximately 924,459 shares.

Spectrum conducted a Special Meeting of Shareholders to approve the principal
terms of the merger on December 15, 2005. The total number of shares voted was
42,680,465 out of 46,444,693 shares outstanding as of the record date. The final
voting results were 42,485,652 votes for the merger, 133,723 against, and 61,090
shares abstaining.

Spectrum is a leading manufacturer and marketer of natural and organic culinary
oils, vinegars, condiments and butter substitutes under the Spectrum Naturals(R)
brand and essential fatty acid nutritional supplements under the Spectrum
Essentials(R) brand, sold mainly through natural food retailers.

"Spectrum strengthens our position in the natural and organic sector with the
addition of Spectrum Naturals(R) and Spectrum Essentials(R), as healthy oils are
featured in the new food pyramid and USDA Dietary Guidelines" said Irwin D.
Simon, President and Chief Executive Officer of Hain Celestial. "We look forward
to integrating Spectrum into our portfolio of brands in the Grocery and Snacks
area of our business and expanding their product offerings with broader
distribution."

The Hain Celestial Group

The Hain Celestial Group (Nasdaq: HAIN), headquartered in Melville, NY, is a
leading natural and organic beverage, snack, specialty food and personal care
products company in North America and Europe. Hain Celestial participates in
almost all natural food categories with well-known brands that include Celestial
Seasonings(R), Terra Chips(R), Garden of Eatin'(R), Health Valley(R),
WestSoy(R), Earth's Best(R), Arrowhead Mills(R), Hain Pure Foods(R),
Hollywood(R), Walnut Acres Organic(TM), Imagine Foods(R), Rice Dream(R), Soy
Dream(R), Rosetto(R), Ethnic Gourmet(R), Yves Veggie Cuisine(R), Lima(R),
Biomarche(TM), Grains Noirs(R), Natumi(R), JASON(R) and Zia(R) Natural Skincare.
For more information, visit http://www.hain-celestial.com.

"Safe Harbor" statements under the Private Securities Act of 1995: The
statements contained in this release, which are not historical facts, are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth or implied
by the forward-looking statements. These risks and uncertainties are described
in the company's Securities and Exchange Commission filings under the trading
symbol "SPOP.OB".