S-8 1 spectrums8-093003.txt DATED 09-30-03 As filed with the Securities and Exchange Commission on October 1, 2003 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- SPECTRUM ORGANIC PRODUCTS, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-3076294 ---------------------- ---------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) -------------- 5341 Old Redwood Highway, Suite 400 Petaluma, California 94954 -------------------------------------- (Address of principal executive offices) -------------- 1995 Stock Option Plan ----------------------- (Full title of the plans) Jethren P. Phillips, Chairman of the Board 5341 Old Redwood Highway, Suite 400 Petaluma, California 94954 (707) 778-8900 -------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- Copies to: Susan Cooper Philpot, Esq. COOLEY GODWARD LLP One Maritime Plaza, 20th Floor San Francisco, CA 94111 (415) 693-2000 --------------
CALCULATION OF REGISTRATION FEE ============================ ========================= ========================== ========================= ======================== Proposed Maximum Proposed Maximum Title of Securities Offering Aggregate Amount of to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee ---------------------------- ------------------------- -------------------------- ------------------------- ------------------------ Common Stock 2,500,000 shares $0.71 $1,775,000 $143.60 without par value ============================ ========================= ========================== ========================= ======================== (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on September 26, 2003 as reported on the NASD OTC Bulletin Board. 2.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE OF REGISTRATION STATEMENT FORM S-8 NO. 333-44796 The contents of Registration Statement on Form S-8 No. 333-44796 filed with the Securities and Exchange Commission on August 30, 2000 are incorporated by reference. 3. EXHIBITS Exhibit Number 5 Opinion of Cooley Godward LLP 23.1 Consent of BDO Seidman, LLP 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages. 99.1 1995 Stock Option Plan, as amended as of November 6, 2002. 99.2 Incentive Stock Option Agreement and Nonqualified Stock Option Agreement used in connection with the 1995 Stock Option Plan. 4. 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Petaluma, State of California, on September 29, 2003. SPECTRUM ORGANIC PRODUCTS, INC. By: /s/ Jethren P. Phillips -------------------------------- JETHREN P. PHILLIPS Title: Chairman of the Board ----------------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jethren P. Phillips and Robert B. Fowles, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, 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 and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 5. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Jethren P. Phillips Chairman of the Board of September 29, 2003 ----------------------------- Directors JETHREN P. PHILLIPS /s/ Neil G. Blomquist President and Chief September 29, 2003 ----------------------------- Executive Officer, NEIL G. BLOMQUIST Director /s/ Robert B. Fowles Chief Financial Officer September 29, 2003 ----------------------------- and Secretary (Principal ROBERT B. FOWLES Financial Officer) /s/ Larry D. Lawton Controller (Principal September 29, 2003 ----------------------------- Accounting Officer) LARRY D. LAWTON /s/ John R. Battendieri Director September 29, 2003 ----------------------------- JOHN R. BATTENDIERI /s/ Charles A. Lynch Director September 29, 2003 ----------------------------- CHARLES A. LYNCH /s/ Phillip L. Moore Director September 29, 2003 ----------------------------- PHILLIP L. MOORE /s/ Thomas B. Simone Director September 29, 2003 ----------------------------- THOMAS B. SIMONE /s/ Conrad W. Hewitt Director September 29, 2003 ----------------------------- CONRAD W. HEWITT 6. EXHIBIT INDEX Exhibit Number Description 5 Opinion of Cooley Godward LLP 23.1 Consent of BDO Seidman, LLP 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages. 99.1 1995 Stock Option Plan, as amended as of November 6, 2002. 99.2 Incentive Stock Option Agreement and Nonqualified Stock Option Agreement used in connection with the 1995 Stock Option Plan. 7.