SC 13D/A 1 phillips13da-091704.txt DATE OF EVENT 07-09-04 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 5 SPECTRUM ORGANIC PRODUCTS, INC. -------------- (Name of Issuer) No Par Value Common Stock ---------------------------- (Title of Class of Securities) 685928103 ------------ (CUSIP Number) Jethren Phillips c/o Spectrum Organic Products, Inc. 5341 Old Redwood Highway, Suite 400 Petaluma, CA 94954 (707) 778-8900 -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 7/09/04 ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP No. 685928103 (1) Names of Reporting Persons (2) Check the Appropriate Box if a (a) _______ Member of a Group (b) _______ (3) SEC Use Only (4) Source of Funds (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______ (6) Citizenship or Place of Organization U.S.A. Number of Shares (7) Sole Voting Power 27,800,000 Beneficially Owned (8) Shared Voting Power 0 By Each Reporting (9) Sole Dispositive Power 27,800,000 Person With (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person Jethren Phillips - 27,800,000 (12) Check if the Aggregate Amount In Row 11 Excludes Certain Shares __________ (13) Percent of Class Represented by Amount in Row (11) 59.9% (14) Type of Reporting Person IN 2 Item 1. Security and Issuer No par value common stock of Spectrum Organic Products, Inc. (the "Company"), with its principal executive offices at 5341 Old Redwood Highway, Suite 400, Petaluma, California 94954. Item 2. Identity and Background (a) Jethren Phillips (b) c/o Spectrum Organic Products, Inc. 5341 Old Redwood Highway, Suite 400 Petaluma, CA 94954 (c) Mr. Phillips is Chairman of the Board of the Company. (d) None (e) None (f) U.S.A. Item 3. Source and Amount of Funds or Other Consideration Not applicable. Item 4. Purpose of Transaction Not applicable. Item 5. Interest in Securities of the Issuer (a) The aggregate amount of securities beneficially owned by Mr. Phillips as of the date of this filing is 27,800,000 shares, which represents 59.9% of the total class. In addition, Mr. Phillips holds incentive stock options representing the right to buy 75,000 shares, none of which were exercisable at the date of this filing. (b) Sole voting power - 27,800,000 Shared voting power - 0 Sole disposal power - 27,800,000 Shared disposal power - 0 (c) Since Amendment No. 4 filed on Schedule 13D/A with the Securities & Exchange Commission on July 8, 2004 by Mr. Phillips, the following dispositions of securities have been effected by Mr. Phillips: 3 -------------------- --------- ---------------- ---------------------- Date of Transaction Shares Price per Share Nature of Transaction Disposed -------------------- --------- ---------------- ---------------------- July 9, 2004 17,500 $0.00 Gift -------------------- --------- ---------------- ---------------------- August 13, 2004 200,000 $0.45 Open market sale -------------------- --------- ---------------- ---------------------- August 23, 2004 100,000 $0.50 Open market sale -------------------- --------- ---------------- ---------------------- (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None Item 7. Material to Be Filed as Exhibits None SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 17, 2004 /s/ Jethren Phillips ----------------------------------- Jethren Phillips