U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: June 30, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Attached Instruction Sheet 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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant: Organic Food Products, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive
Office (Street and Number): 550 B Monterey Road
City, State and Zip Code: Morgan Hill, CA 95037
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PART II - RULES 12b-25(b) and (c)
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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 without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
[X] 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.
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<PAGE>
PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q
or N-SAR or the transition report or portion thereof could not be filed within
the prescribed period.
Registrant is in process of completing a merger and has been unable to obtain
the information to complete its report in connection with its annual report. The
merger is of such significance that if not completed, it would have a material
impact on the registrant's financial statements and related disclosures in the
annual report.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification: Richard R. Bacigalupi, (408) 782-1133, ext. 129.
(2) Have all other period 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 report(s) been filed? If the 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 of portion
thereof? [ ] Yes [X] 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.
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Organic Food Products, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 28, 1999 By: /s/ Richard R. Bacigalupi
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Richard R. Bacigalupi
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)
BDO BDO Seidman, LLP One Sansome Street, Suite 1100
Accountants and Consultants San Francisco, CA 94104-4430
Telephone (415) 397-7900
Fax (415) 397-2161
September 28, 1999
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 the 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, 1999 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, 1999, and
agree with the statements made therein.
Very truly yours,
/s/ BDO Seidman, LLP
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BDO Seidman, LLP
