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): February 14, 2005

SEMINIS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-26519	36-0769130
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2700 Camino del Sol, Oxnard, California	93030-7967
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (805) 647-1572

Not Applicable

(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 communication 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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

     On February 14, 2005, the Company issued a press release reporting the unaudited results for the quarter ended December 31, 2004. A copy of the press release and its tables are attached hereto as Exhibit 99.1.

     The information in this 8-K, including the exhibit attached hereto, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(c)   Exhibits

99.1   Seminis Inc. Press Release, dated February 14, 2005

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.

	SEMINIS, INC.
Date: February 16, 2005	By:	/s/ Gaspar Alvarez Martinez
		Name:	Gaspar Alvarez Martinez
		Title:	Vice President, Finance and Worldwide Corporate Comptroller

EX-99.1

Exhibit 99.1

CONTACT:
Patrick Turner
805-918-2201
patrick.turner@seminis.com

Seminis Reports First Quarter FY2005 Results

OXNARD, Calif. — February 14, 2005 — Seminis Inc., the world’s largest developer, producer and marketer of vegetable and fruit seeds, today reported financial results for its first quarter ended December 31, 2004.

FINANCIAL SUMMARY ($ IN MILLIONS)

	1stQ FY2005			1stQ FY2004			% Change
SALES	$	110.7		$	101.9			8.6	%
GROSS PROFIT(a)	$	63.6		$	49.4			28.8	%
LOSS FROM OPERATIONS(b)	$	(5.0	)	$	(7.4	)		32.7	%
NET LOSS(b)	$	(8.2	)	$	(9.1	)		10.7	%

(a) Negatively impacted by non-cash purchase accounting charges of $10.0 million and $11.5 million in first quarter of FY2005 and FY2004, respectively.

(b) Negatively impacted by $9.8 million and $9.8 million of merger and privatization related charges, non-cash purchase accounting charges and other add-back expenses as allowed in the debt covenants in FY2005 and FY2004, respectively.

“During our most challenging quarter seasonally, the company delivered top and bottom line growth on par with our leadership position. From an operational perspective, our gross profits are unmatched in our sector and we continue to demonstrate success at efficiently introducing innovative products to local markets throughout the world,” said Seminis Chairman and CEO Alfonso Romo.

Net sales for the first quarter of fiscal year 2005 increased 8.6% to $110.7 million compared with $101.9 million for the same period last year. This increase was mainly attributable to improved pricing and product availability as well as favorable Euro and Korean Won currency fluctuation. At constant exchange rates, total sales increased 4.1% to $106.9 million from $101.9 million the previous year.

Gross profit increased to $63.6 million, or 57.5% of sales, compared with $49.4 million, or 48.5% of sales, for the same quarter last year. This increase was primarily due to improved volume, margins and lower provision requirements of certain reserves.

Total operating expenses for the first quarter increased by 15.3% to $68.5 million from $59.4 million in the same period last year mainly as a result of cost of living adjustments and the increase of Euro and Korean Won based expenses due to currency fluctuation. As a percentage of sales, operating expenses in the current quarter increased to 61.8% compared with 58.3% in the first quarter of fiscal year 2004.

Operating loss for the first quarter was $5.0 million compared to a loss of $7.4 million for the same quarter last year.

The net loss for the first quarter of fiscal year 2005 was $8.2 million compared to a net loss of $9.1 million in the same quarter last year. Historically, the first quarter of Seminis’ fiscal year has the lowest sales due to the seasonal nature of the agronomic cycle, and the company has posted losses during these periods.

The non-cash purchase accounting impact of the amortization of inventory step-up resulting from the privatization transaction to Cost of Goods Sold was $10.0 million during the first quarter compared to $11.5 million for the same quarter last year. The net benefit in depreciation and amortization within Operating Expense as a result of the purchase accounting treatment during the first quarter totaled $3.2 million compared to $3.4 million during the same period the previous year.

Seminis President and Chief Operating Officer Bruno Ferrari noted: “I am pleased with our strong start to fiscal year 2005. We are now in the midst of spring plantings in the northern hemisphere and Seminis is well positioned with seed of our top product lines. We continue to benefit from continued growth in our industry and strong demand for our seed varieties.”

CONFERENCE CALL
Seminis will hold a conference for interested parties on February 15, 2005 at 12 p.m. Eastern Standard Time (11 a.m. Central Standard Time, 9 a.m. Pacific Standard Time). The call will focus on first quarter results and may also include other matters related to the company’s business. To participate, call toll-free 800-599-9816; international dial-in 617-847-8705. Participant Pass-code: 67220707. Participants are requested to dial in 5 minutes prior to the start of the call to allow time for all participants to log in. A replay of the call will be available two hours after the call for a period of seven days. The replay can be accessed by dialing 888-286-8010; international dial-in 617-801-6888 Pass-code: 95828294. Seminis financial statements can be found on our web-site at www.seminis.com or on the SEC web-site at www.sec.gov.

About Seminis
Seminis Inc. is the largest developer, producer and marketer of vegetable seeds in the world. The company uses seeds as the delivery vehicle for innovative agricultural technology. Its products are designed to reduce the need for agricultural chemicals, increase crop yield, reduce spoilage, offer longer shelf life, create better tasting foods and foods with better nutritional content. Seminis has established a worldwide presence and global distribution network that spans 150 countries and territories.

Safe Harbor Statement: All statements in this press release other than statements of historical facts are “forward looking” statements, including without limitation statements regarding the Company’s financial position, business strategy, plans, and objectives of management and industry conditions. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. The following factors, among others, may affect the Company’s actual results and could cause such results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company: competitive factors, agribusiness risks, governmental and economic risks associated with foreign operations, commercial success of new products, proprietary protection of and advances in technology, possible need for additional financing and its management information systems and controls. Further information on the factors that could affect the Company’s financial results is contained in the Company’s latest 10-K filed with the Securities and Exchange Commission.

# # #

SEMINIS, INC.
Consolidated Balance Sheets
(In thousands)

	As of		As of
	December 31,		September 30,
	2004		2004
	(Unaudited)
ASSETS:
Current assets
Cash and cash equivalents	$	75,796	$	116,870
Accounts receivable, net		149,679		153,173
Inventories		345,146		328,395
Prepaid expenses and other current assets		11,661		8,017
Total current assets		582,282		606,455
Property, plant and equipment, net		86,963		78,608
Intangible assets, net		70,196		69,008
Other assets		24,097		23,591
Total assets	$	763,538	$	777,662
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities
Short-term borrowings	$	20,604	$	10,965
Current maturities of long-term debt		1,826		1,746
Accounts payable		46,177		63,339
Accrued liabilities		110,427		120,334
Total current liabilities		179,034		196,384
Long-term debt		448,064		448,816
Deferred income tax		20,804		16,291
Minority interest in subsidiaries		1,455		1,644
Preferred shares subject to mandatory redemption		42,016		41,773
Total liabilities		691,373		704,908
Stockholders’ equity		72,165		72,754
Total liabilities and stockholders’ equity	$	763,538	$	777,662

SEMINIS, INC.
Consolidated Statements of Operations
(In thousands, except per share data)

	For the Three Months Ended
	Dec. 31,			Dec. 26,			%
	2004			2003			Change
	(Unaudited)
Net sales	$	110,704		$	101,892			8.6	%
Cost of goods sold		47,074			52,475			-10.3	%
Gross profit		63,630			49,417			28.8	%
Research and development		13,022			11,574			12.5	%
Selling, general and administrative expenses		53,374			45,910			16.3	%
Amortization of intangible assets		2,061			1,887			9.3	%
Total operating expenses		68,457			59,371			15.3	%
Gain (loss) on sale of fixed assets		(173	)		2,525			-106.9	%
Loss from operations		(5,000	)		(7,429	)		-32.7	%
Other income (expense)
Interest expense, net		(11,828	)		(9,684	)		22.1	%
Other, net		10,373			9,067			14.4	%
Total non-operating expense		(1,455	)		(617	)		135.8	%
Loss from continuing operations before income taxes		(6,455	)		(8,046	)		-19.8	%
Income tax expense		(1,701	)		(1,083	)		57.1	%
Net loss	$	(8,156	)	$	(9,129	)		-10.7	%

Seminis Inc.
Net Seed Sales
Amounts Stated at FY 2004 Currency Exchange Rates
(In US Million $)

	For the Three Months Ended
	Dec. 31,		Dec. 26,
	2004		2003		% Change
	(Unaudited)
North America	$	45.3	$	39.8		13.8	%
Europe & Middle East		40.1		42.9		-6.5	%
Asia Pacific		9.8		8.9		10.1	%
West Asia		1.1		0.8		37.5	%
South America		6.0		5.9		1.7	%
Total Seed Sales	$	102.3	$	98.3		4.1	%