<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File No.
----------------------------
000-23483
FORM 12b-25
NOTIFICATION OF LATE FILING
<TABLE>
<S> <C> <C> <C> <C> <C>
(CHECK ONE): /X/ Form 10-K / / Form 11-K / / Form 20-F / / Form 10-Q / / Form N-SAR
</TABLE>
For the period ended: June 30, 2000
----------------------------
READ INSTRUCTIONS (ON BACK PAGE) 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
<TABLE>
<S><C>
Full name of registrant: Color Spot Nurseries, Inc.
-----------------------------------------------------------------------------------------
Former name if applicable: N/A
--------------------------------------------------------------------------------------
Address of principal executive office (STREET AND NUMBER): 3478 Buskirk Avenue
--------------------------------------------------------
City, state and zip code: Pleasant Hill, California 94523
-----------------------------------------------------------------------------------------
</TABLE>
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 12b-25 (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 withoutt unreasonable delay or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K, or Form N-SAR, or portion thereof will
/X/ be filed on or before the 15th 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.
<PAGE>
PART III
NARRATIVE
State below in reasonable detail the reason why Form 10-K, 20-F, 11-K,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed).
The Registrant has recently completed the waiver and amendment of its
$70 million credit facility. The Company needs additional time to
incorporate the waiver into its Form 10-K. The Registrant's efforts to
refinance its debt have taken a great deal of time and have delayed
filing of the Form 10-K.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
<TABLE>
<S> <C> <C>
Steven S. Siegel and J. David Hershberger (303) 223-1100
---------------------------------------------------- ---------------- ---------------------------------
(Name) (Area Code) (Telephone Number)
</TABLE>
(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 reports) been
filed? If 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.
The Registrant expects to recognize a net loss of
approximately $13 million for the fiscal year ended June 30,
2000 primarily due to under-performing facilities,
inefficiencies driven by changes in the level and mix of the
production plan and cost structure expansions related to
further decentralization. The inefficiencies were evident in
materials and labor impacting gross margins and the impact of
further decentralization became evident in selling, general
and administrative expenses. The inefficiencies resulted in a
decline in gross margin to approximately 38% for the year
ended June 30, 2000, down from approximately 43% during the
last year.
<PAGE>
Color Spot Nurseries, Inc.
--------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN
CHARTER)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
<TABLE>
<S> <C>
Date: September 29, 2000 By: /s/ Joseph P. O'Neill
------------------------------ ------------------------------------------------------
Joseph P. O'Neill
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
</TABLE>
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 constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this Form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the Form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The Form
shall be clearly identified as an amendment notification.
