UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
Expires: May 31, 1997
Average estimated burden
hours Washington, D.C.
per response........2.50
FORM 12B-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING ------------------------
CUSIP NUMBER
------------------------
(Check one): X Form 10-K Form 11-K Form 20-F Form 10-Q Form N-SAR
--- --- --- --- ---
For Period Ended: June 30, 1998
---------------
- --------------------------------------------------------------------------------
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
Organic Food Products, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
550 B. Monterey Road
- --------------------------------------------------------------------------------
Address of Principal Executive Officer (Street and Number)
Morgan Hill, CA 95037
- --------------------------------------------------------------------------------
City, State and Zip Code
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, 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 without unreasonable
effort or expense;
X ( (b) The subject annual report or semi-annual report/portion
- --------- thereof will be filed on or before the fifteenth 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F, 10-Q
or N-SAR or portion thereof, could not be filed within the prescribed time
period.
All financial information is not available to registrant, and the audit of the
financial statement is not yet complete.
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification
David J. O'Gorman 408 782-1133 ext. 138
-------------------------- --------- -----------------
(Name) (Area Code) (Telephone Number)
(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
----- -----
- --------------------------------------------------------------------------------
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.
Registrant anticipates a loss of approximately $1,900,000 for the year ending
June 30, 1998 before consideration of a possible SFAS 121 impairment.
Calculations and analyses related to the issue are in process.
Organic Food Products, Inc.
------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 28, 1998 By: /s/ David J. O'Gorman
---------------------- -----------------------------
David J. O'Gorman
Chief Financial Officer
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 Commissions 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 notification 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.
September 28, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are independent auditors of Organic Food Products, Inc. (the "Registrant").
the Registrant has stated in Part III of its filing on Form 12b-25 that it is
unable to timely file, without unreasonable effort or expense, its Annual Report
on Form 10-KSB for the year ended June 30, 1998 because, in part, our Firm has
not completed our audit of the financial statements of the Registrant for the
year then ended, and is therefore unable to furnish the required opinion on such
financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 for the year ended June 30, 1998, and
agree with the statements made therein.
By: /s/ BDO Seidman, LLP
----------------------------------
BDO Seidman, LLP
