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): October 21, 1999
ORGANIC FOOD PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
California 333-22997 94-3076294
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(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number) Identification No.)
550 Monterey Road, Suite B
Morgan Hill, CA 95037
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Address of Principal Executive Offices
(408) 782-1133
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(Registrant's telephone number,
including area code)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
See ITEM 2.
ITEM 2. ACQUISITION OF OR DISPOSITION OF ASSETS
On October 6, 1999, Spectrum Naturals, Inc. ("SNI") and Organic
Ingredients, Inc. ("OI"), California corporations, (together "Constituent
Corporations") were merged with and into Organic Food Products, Inc. (the
"Registrant" or the "Company"), pursuant to the Agreement and Plan of Merger and
Reorganization (the "Merger Agreement"), dated May 14, 1999.
The merger of the Constituent Corporations with and into the Company (the
"Merger") will become effective at the time of the acceptance for filing of an
Agreement of Merger with the office of the California Secretary of State (the
Effective Time") which has been submitted and is pending as of the date of this
filing, but when accepted may be effective as of a date prior to the date of
acceptance. At the Effective Time: (i) Constituent Corporations will cease to
exist; (ii) the Registrant will be the surviving corporation (iii) the Company
will change its name to "Spectrum Organic Products, Inc." and (iv) subject to
the provisions of the Merger Agreement relating to the payment of fractional
shares, each share of SNI and OI common stock will be cancelled and converted
into 4,669.53 shares and 39.5 shares, respectively, of the Registrant's, no par
value, common stock ("Company Common Stock"), subject to certain post closing
adjustments in the case of the SNI merger. The merger exchange ratios were
determined as a result of arms length negotiations between the parties.
As a result of and immediately after the Merger, SNI shareholders will
receive approximately 36,286,495 shares and OI shareholders will receive
approximately 3,950,000 shares of Company Common Stock. Following the
distribution of the Company Common Stock after the Merger, existing shareholders
of SNI will own approximately 73.8% of the Registrant's common stock
outstanding, existing shareholders of OI will own approximately 9.0% of the
Registrant's common stock outstanding, and the existing shareholders of the
Registrant will own approximately 17.2% of the Registrant's common stock
outstanding. This transaction, which will be accounted for as a reverse
acquisition, has resulted in a change of control of the Registrant.
Jethren Phillips, Chief Executive Officer and Chairman of the Board of the
Company and former shareholder of SNI, will have beneficial ownership of
31,519,328 shares or 71.9% of Company Common Stock following the Merger. John
Battendieri, Vice President of Business Development of the Company (former Chief
Executive Officer) and shareholder of the Company and former shareholder of OI,
will have beneficial ownership of 4,077,499 shares or 9.3% of Company Common
Stock following the Merger. Neil Blomquist, division President of the Company
and former shareholder of SNI, will have beneficial ownership of 1,657,683 or
3.7% of Company Common Stock following the Merger. Joseph Stern, division
President of the Company and former shareholder of OI, will have beneficial
ownership of 1,977,000 or 4.5% of Company Common Stock following the Merger.
Richard Bacigalupi, Chief Financial Officer of the Company will have beneficial
ownership of 418,000 shares of Company Common Stock following the Merger. Phil
Moore, director of the Company will have beneficial ownership of 366,000 shares
of Company Common Stock following the Merger.
<PAGE>
SNI is a manufacturer and marketer of organic and all natural oils,
vinegars, oil-based spreads and condiments under the "Spectrum Naturals" label
and essential fatty acid nutritional supplements under the "Spectrum Essentials"
label. Industrial ingredients are sold through its Spectrum Commodities
division. OI is a manufacturer and supplier of industrial, premium quality,
certified organic fruit and vegetable ingredients and vinegars to the natural
foods industry. The Company will continue these businesses after the merger
under the name "Spectrum Organic Products, Inc."
In connection with the Merger, the Company completed a Private Placement of
16 Units. Each Unit consisted of a $25,000 unsecured and subordinated promissory
note bearing interest of 10%, plus warrants to purchase 10,000 shares of Company
Common Stock at $.01 per share from January 1, 2000 to September 30, 2000. The
buyers of the Units were current shareholders/warrant holders of the
Registrants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
See Registrant's Joint Proxy Registration Statement on Form S-4, declared
effective July 30, 1999. Any additional financial information required will
be filed within 60 days of October 6, 1999.
(b) Pro forma financial statements.
See Registrant's Joint Proxy Registration Statement on Form S-4, declared
effective July 30, 1999. Any additional financial information required will
be filed within 60 days of October 6, 1999.
(c) Exhibits.
10.16 Agreement and Plan of Merger and Reorganization dated May 14,
1999 by and between Organic Food Products, Inc. and Organic
Ingredients, Inc. (1)
10.17 Agreement and Plan of Merger and Reorganization dated May 14,
1999 by and between Organic Food Products, Inc. and Spectrum
Naturals, Inc. (1)
10.18 Form of Amended and Restated Articles of Incorporation of Organic
Food Products, Inc. (1)
10.23 September 23, 1999 Private Placement Memorandum by Organic Food
Products, Inc. (2)
10.24 Amended and restated Bylaws of Spectrum Organic Products, Inc.
99.1 Press release dated October 7, 1999.
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(1) Incorporated by reference to annexes filed with Registrant's Joint Proxy
Registration Statement on Form S-4, File No. 333-83675, declared effective
July 30, 1999.
(2) Incorporated by reference to exhibits filed with Registrant's Form 10K on
October 13, 1999.
<PAGE>
ITEM 8. CHANGE IN FISCAL YEAR
As noted in Item 2, the Merger will be accounted for as a reverse
acquisition and SNI will be considered the accounting acquirer. Accordingly, on
October 6, 1999, the Board of Directors of the Company voted to change the
Company's fiscal year from a year ending June 30, and adopt the December 31
year-end of SNI. The Company intends to file a report on Form 10Q for the
quarterly period ending September 30, 1999 for the Registrant, excluding the
Constituent Corporations, as the Merger was not yet effective at that date. A
Form 10K will be filed by the Company reporting the results of operations for
SNI as accounting acquirer for the 12 months ending December 31, 1999. Results
of operations for the Registrant beginning October 6, 199 will include the
Company and Constituent Corporations.
SIGNATURES
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.
Dated: October 21, 1999 Organic Food Products, Inc.
/s/ Richard R. Bacigalupi
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Richard R. Bacigalupi
Chief Financial Officer
EHIBIT 10.23
Amended and Restated Bylaws of Spectrum Organic Food Products
BYLAWS
OF
SPECTRUM ORGANIC PRODUCTS, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICES. The Board of Directors shall fix the location of
the principal executive office of the corporation at any place within or
outside the State of California. If the principal executive office is
located outside this state, and the corporation has one or more business
offices in this state, the Board of Directors shall fix and designate a
principal business office in the State of California.
SECTION 2. OTHER OFFICES. The Board of Directors may at any time establish
branch or subordinate offices at any place or places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place within or outside the State of California designated by the Board of
Directors or by the written consent of all persons entitled to vote
thereat, given either before or after the meeting and filed with the
Secretary of the corporation. In the absence of any such designation,
shareholders' meetings shall be held at the principal executive office of
the corporation.
SECTION 2. ANNUAL MEETING. The annual meeting of shareholders shall be held on
the 15th day of May in each year at 10:00 a.m. or such other date or such
other time as may be fixed by the Board; provided, however, if this day
falls on a Saturday, Sunday, or legal holiday, then the meeting shall be
held at the same time and place on the next succeeding full business day.
Any date so fixed by the Board shall be within sixty (60) days after the
date designated above. At this meeting, directors shall be elected, and any
other proper business may be transacted which is within the powers of the
shareholders.
SECTION 3. SPECIAL MEETING. A special meeting of the shareholders may be called
at any time by the Board of Directors, or by the Chairman of the Board, or
by the President, or by one or more shareholders holding shares in the
aggregate entitled to cast not fewer than 10% of the votes at that meeting.
<PAGE>
If a special meeting is called by any person or persons entitled to
call a special meeting of the shareholders other than the Board of
Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board,
the President, any Vice President, or the Secretary of the corporation. The
officer receiving the request shall cause notice to be promptly given to
the shareholders entitled to vote, in accordance with the provisions of
Sections 4 and 5 of this Article II, that a meeting will be held at the
time requested by the person or persons calling the meeting, not fewer than
thirty-five (35) nor more than sixty (60) days after the receipt of the
request. If the notice is not given within twenty (20) days after receipt
of the request, the person or persons requesting the meeting may give the
notice. Nothing contained in this paragraph of this Section 3 shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.
SECTION 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given to each shareholder entitled
to vote thereat in accordance with Section 5 of this Article II not fewer
than ten (10) nor more than sixty (60) days before the date of the meeting.
The notice shall specify the place, date and hour of the meeting and (i) in
the case of a special meeting, the general nature of the business to be
transacted and no other business may be transacted, or (ii) in the case of
the annual meeting, those matters which the Board of Directors, at the time
of giving the notice, intends to present for action by the shareholders,
but subject to the provisions of Section 601(f) of the Corporations Code of
California, any proper matter may be presented at the meeting for such
action. The notice of any meeting at which directors are to be elected
shall include the name of any nominee or nominees whom, at the time of the
notice, management intends to present for election.
If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect
financial interest, pursuant to Section 310 of the Corporations Code of
California, (ii) an amendment of the Articles of Incorporation, pursuant to
Section 902 of that Code, (iii) a reorganization of the corporation,
pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the
corporation, pursuant to Section 1900 of that Code, or (v) a distribution
in dissolution other than in accordance with the rights of outstanding
preferred shares, pursuant to Section 2007 of that Code, the notice shall
also state the general nature of that proposal.
SECTION 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting
of shareholders shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to
the shareholder at the address of that shareholder appearing on the books
of the corporation or given by the shareholder to the corporation for the
purpose of notice. If no such address appears on the corporation's books or
is given, notice shall be deemed to have been given if sent to that
shareholder by first-class mail or telegraphic or other written
communication to the corporation's principal executive office, or if
published at least once in a newspaper of general circulation in the county
where that office is located. Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication.
<PAGE>
If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the
shareholder at that address, all future notices or reports shall be deemed
to have been duly given without further mailing if these shall be available
to the shareholder on written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the date
of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the Secretary, Assistant
Secretary, or any transfer agent of the corporation giving the notice, and
shall be filed and maintained in the minute book of the corporation.
SECTION 6. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
SECTION 7. ADJOURNED MEETING; NOTICE THEREOF. Any shareholders' meeting, annual
or special, whether or not a quorum is present, may be adjourned from time
to time by the vote of the majority of the shares represented at that
meeting, either in person or by proxy, but in the absence of a quorum, no
other business may be transacted at that meeting, except as provided in
Section 6 of this Article II.
When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place are announced at a meeting at which
the adjournment is taken, unless a new record date for the adjourned
meeting is fixed, or unless the adjournment is for more than forty-five
(45) days from the date set for the original meeting, in which case the
Board of Directors shall set a new record date. If the adjournment is for
more than forty-five (45) days, or if a new record date is fixed for the
adjourned meeting, then notice of any such adjourned meeting shall be given
to each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Sections 4 and 5 of this Article II. At
any adjourned meeting the corporation may transact any business which might
have been transacted at the original meeting.
SECTION 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of
Section 11 of this Article II, subject to the provisions of Section 702 to
<PAGE>
704, inclusive, of the Corporations Code of California (relating to voting
shares held by a fiduciary, in the name of a corporation, or in joint
ownership). The shareholders' vote may be by voice vote or by ballot;
provided, however, that any election for directors must be by ballot if
demanded by any shareholder before the voting has begun. On any matter
other than elections of directors, any shareholder may vote part of the
shares in favor of the proposal and refrain from voting the remaining
shares or vote them against the proposal, but, if the shareholder fails to
specify the number of shares which the shareholder is voting affirmatively,
it will be conclusively presumed that the shareholder's approving vote is
with respect to all shares that the shareholder is entitled to vote. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter (other than
the election of directors) shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by California
General Corporation Law or by the Articles of Incorporation.
At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or
more candidates a number of votes greater than the number of the
shareholder's shares) unless the candidate or candidates' names have been
placed in nomination prior to commencement of the voting and a shareholder
has given notice prior to commencement of the voting of the shareholder's
intention to cumulate votes. If any shareholder has given such a notice,
then every shareholder entitled to vote may cumulate votes for candidates
in nomination and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which that
shareholder's shares are entitled, or distribute the shareholder's votes on
the same principle among any or all of the candidates, as the shareholder
thinks fit. The candidates receiving the highest number of votes, up to the
number of directors to be elected, shall be elected.
SECTION 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions
of any meeting of shareholders, either annual or special, however called
and noticed, and wherever held, shall be valid as though had at a meeting
duly held after regular call and notice, if a quorum be present either in
person or by proxy, and if, either before or after the meeting, each person
entitled to vote, who was not present in person or by proxy, signs a
written waiver of notice or a consent to a holding of the meeting, or an
approval of the minutes. The waiver of notice or consent need not specify
either the business to be transacted or the purpose of any annual or
special meeting of shareholders, except that if action is taken or proposed
to be taken for approval of any of those matters specified in the second
paragraph of Section 4 of this Article II, the waiver of notice or consent
shall state the general nature of the proposal. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of
the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not
a waiver of any right to object to the consideration of matters required by
law to be included in the notice of the meeting but not so included if that
objection is expressly made at the meeting.
<PAGE>
SECTION 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
which may be taken at any annual or special meeting of shareholders may be
taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not fewer than the minimum number of votes that would be
necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted. In the case of
election of directors, such a consent shall be effective only if signed by
the holders of all outstanding shares entitled to vote for the election of
directors; provided however, that a director may be elected at any time to
fill a vacancy on the Board of Directors, other than a vacancy created by
removal, that has not been filled by the directors, by the written consent
of the holders of a majority of the outstanding shares entitled to vote for
the election of directors. All such consents shall be filed with the
Secretary of the corporation and shall be maintained in the corporate
records. Any shareholder giving a written consent, or the shareholder's
proxy holders, or a transferee of the shares or a personal representative
of the shareholder or their respective proxy holders, may revoke the
consent by a writing received by the corporation before consents of the
number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation.
If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the corporate action approved by the shareholders without a
meeting, to those shareholders entitled to vote who have not consented in
writing. This notice shall be given in the manner specified in Section 5 of
this Article II. In the case of approval of (i) contracts or transactions
in which a director has a direct or indirect financial interest, pursuant
to Section 310 of the Corporations Code of California, (ii) indemnification
of agents of the corporation, pursuant to Section 317 of that Code, (iii) a
reorganization of the corporation, pursuant to Section 1201 of that Code,
and (iv) a distribution in dissolution other than in accordance with the
rights of outstanding preferred shares, pursuant to Section 2007 of that
Code, the notice shall be given at least ten (10) days before the
consummation of any action authorized by that approval.
SECTION 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS. For
the purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without
a meeting, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) days nor fewer than ten (10) days before
the date of any such meeting nor more than sixty (60) days before any such
action without a meeting, and in this event only shareholders of record on
the date so fixed are entitled to notice and to vote or to give consents,
as the case may be, notwithstanding any transfer of any shares on the books
of the corporation after the record date, except as otherwise provided in
the California General Corporation Law.
<PAGE>
If the Board of Directors does not so fix a record date:
(a) The record date for determining shareholders entitled to notice or to vote
at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the business day next preceding the
day on which the meeting is held.
(b) The record date for determining shareholders entitled to give consent to
corporate action in writing without a meeting, (i) when no prior action by
the board has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the board has been taken,
shall be at the close of business on the day on which the board adopts the
resolution relating to that action, or the sixtieth (60) day before the
date of such other action, whichever is later.
SECTION 12. PROXIES. Every person entitled to vote for directors or on any
matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with
the Secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewritten, telegraphic transmission, or otherwise) by the shareholder or
the shareholder's attorney in fact. A validly executed proxy which does not
state that it is irrevocable shall continue in full force and effect unless
(i) revoked by the person executing it, before the vote pursuant to that
proxy, by a writing delivered to the corporation stating that the proxy is
revoked, or by a subsequent proxy executed by, or attendance at the meeting
and voting in person by, the person executing the proxy; or (ii) written
notice of the death or incapacity of the maker of that proxy is received by
the corporation before the vote pursuant to that proxy is counted;
provided, however, that no proxy shall be valid after the expiration of
eleven (11) months from the date of the proxy, unless otherwise provided in
the proxy. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Sections 705(e) and
705(f) of the Corporation Code of California.
SECTION 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
Board of Directors may appoint any persons other than nominees for office
to act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may,
and on the request of any shareholder or a shareholder's proxy shall,
appoint inspectors of election at the meeting. The number of inspectors
shall be either one (1) or three (3). If inspectors are appointed at a
meeting on the request of one or more shareholders or proxies, the holders
of a majority of shares or their proxies present at the meeting shall
determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to
act, the chairman of the meeting may, and upon the request of any
shareholder or a shareholder's proxy, shall appoint a person to fill that
vacancy.
<PAGE>
These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies.
(b) Receive votes, ballots, or consents:
(c) Hear and determine all challenges and questions in any way arising in
connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with
fairness to all shareholders.
If there are three inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act
or certificate of all.
ARTICLE III
DIRECTORS
SECTION 14. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation and
these bylaws relating to action required to be approved by the shareholders
or by the outstanding shares, the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by or under
the direction of the Board of Directors. Without prejudice to these general
powers, and subject to the same limitations, the directors shall have the
power to:
(a) Select and remove all officers, agents, and employees of the corporation;
prescribe any powers and duties for them that are consistent with law, with
the Articles of Incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service.
(b) Change the principal executive office or the principal business office in
the State of California from one location to another; cause the corporation
to be qualified to do business in any other state, territory, dependency,
or country and conduct business within or without the State of California;
and designate any place within or without the State of California for the
holding of any shareholders' meeting, or meetings, including annual
meetings.
(c) Adopt, make, and use a corporate seal; prescribe the forms of certificates
of stock; and alter the form of the seal and certificates.
<PAGE>
(d) Authorize the issuance of shares of stock of the corporation on any lawful
terms and for such consideration as may be lawful.
(e) Borrow money and incur indebtedness on behalf of the corporation, and cause
to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, and other evidences of debt and
securities.
(f) Conduct, manage and control the affairs and business of the corporation and
to make such rules and regulations therefor not inconsistent with law, or
with the Articles or these bylaws, as they may deem best.
SECTION 15. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors shall be five (5) until changed by a duly adopted amendment to
the Articles of Incorporation or by an amendment to this bylaw duly adopted
by the shareholders; provided, however, that an amendment reducing the
number of directors to a number fewer than five (5) cannot be adopted if
the votes cast against its adoption at a meeting, or the shares not
consenting in the case of action by written consent, are equal to more than
16-2/3% of the outstanding shares entitled to vote.
SECTION 16. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected
at each annual meeting of the shareholders to hold office until the next
annual meeting. Each director, including a director elected to fill a
vacancy, shall hold office until the expiration of the terms for which
elected and until a successor has been elected and qualified.
SECTION 17. VACANCIES. Except for a vacancy created by the removal of a
director, vacancies in the Board of Directors may be filled by approval of
the Board, or, if the number of directors then in office is less than a
quorum, by (a) the unanimous written consent of the directors then in
office, (b) the affirmative vote of a majority of directors then in office,
at a meeting held pursuant to notice or waivers of notice, or (c) a sole
remaining director. A vacancy created by the removal of a director by the
vote or written consent of the shareholders or by court order may be filled
only by the vote of a majority of the shares entitled to vote represented
at a duly held meeting at which a quorum is present, or by the unanimous
written consent of all of the outstanding shares entitled to vote for the
election of directors. Each director so elected shall hold office until the
next annual meeting of the shareholders and until a successor has been
elected and qualified.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the event of the death, resignation, or removal of any director,
or if the Board of Directors by resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of directors is
increased, or if the shareholders fail, at any meeting of shareholders at
which any director or directors are elected, to elect the number of
directors to be voted for at that meeting.
<PAGE>
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election
by written consent shall require the consent of a majority of the
outstanding shares entitled to vote.
Any director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a director is effective at a future
time, the Board of Directors may elect a successor to take office when the
resignation becomes effective.
No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office
expires.
SECTION 18. PLACE OF MEETING AND MEETINGS BY TELEPHONE. Regular meetings of the
Board of Directors may be held at any place within or outside the State of
California that has been designated from time to time by resolution of the
board. In the absence of such a designation, regular meetings shall be held
at the principal executive office of the corporation. Special meetings of
the board shall be held at any place within or outside the State of
California that has been designated in the notice of the meeting or, if not
stated in the notice or there is no notice, at the principal executive
office of the corporation. Any meeting, regular or special, may be held by
conference telephone, or similar communication equipment, so long as all
directors participating in the meeting can hear one another, and all such
directors shall be deemed to be present in person at the meeting.
SECTION 19. ANNUAL MEETING. Immediately following each annual meeting of
shareholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, any desired election of officers, and the
transaction of other business. Notice of this meeting shall not be
required.
SECTION 20. OTHER REGULAR MEETINGS. Other regular meetings of the Board of
Directors shall be held without call at such time and place as shall from
time to time be fixed by the Board of Directors. Such regular meetings may
be held without notice.
SECTION 21. SPECIAL MEETINGS. Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the Board
or the President or any Vice President or the Secretary or any two
directors.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegrams, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation. In case the
notice is mailed, it shall be deposited in the United States mail at least
four (4) days before the time of the holding of the meeting. In case the
notice is delivered personally or by telephone or telegram, it shall be
<PAGE>
delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting. Any
oral notice given personally or by telephone may be communicated either to
the director or to a person at the office of the director who the person
giving the notice has reason to believe will promptly communicate it to the
director. The notice need not specify the purpose of the meeting nor the
place if the meeting is to be held at the principal executive office of the
corporation.
SECTION 22. QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or
made by a majority of the directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board of Directors,
subject to the provisions of Section 310 of the Corporations Code of
California (as to approval of contracts or transactions in which a director
has a direct or indirect material financial interest), Section 311 of that
Code (as to appointment of committees), and Section 317(e) of that Code (as
to indemnification of directors). A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the
required quorum for that meeting.
SECTION 23. WAIVER OF NOTICE. The transaction of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid
as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the corporate records or made a
part of the minutes of the meeting. Notice of a meeting shall also be
deemed given to any director who attends the meeting without protesting
before or at its commencement, the lack of notice to that director.
SECTION 24. ADJOURNMENT. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
SECTION 25. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given, unless the meeting is adjourned for
more than twenty-four hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner
specified in Section 8 of this Article III, to the directors who were not
present at the time of the adjournment.
SECTION 26. ACTION WITHOUT MEETING. Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting, if all members of
the board shall individually or collectively consent in writing to that
action. Such action by written consent shall have the same force and effect
as a unanimous vote of the Board of Directors. Such written consent or
consents shall be filed with the minutes of the proceedings of the board.
<PAGE>
SECTION 27. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services, and
such reimbursement of expenses, as may be fixed or determined by resolution
of the Board of Directors. This Section 14 shall not be construed to
preclude any director from servicing the corporation in any other capacity
as an officer, agent, employee, or otherwise, and receiving compensation
for those services.
ARTICLE IV
COMMITTEES
SECTION 28. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors, designate one
or more committees, each consisting of two or more directors, to serve at
the pleasure of the board. The board may designate one or more directors as
alternate members of any committee, who may replace any absent member at
any meeting of the committee. Any committee, to the extent provided in the
resolution of the board, shall have all the authority of the board, except
with respect to:
(a) the approval of any action which, under the General Corporation Law of
California, also requires shareholders' approval or approval of the
outstanding shares;
(b) the filling of vacancies on the Board of Directors or in any committee;
(c) the fixing of compensation of the directors for serving on the board or on
any committee;
(d) the amendment or repeal of bylaws or the adoption of new bylaws;
(e) the amendment or repeal of any resolution of the Board of Directors which
by its express terms is not so amendable or repealable;
(f) a distribution to the shareholders of the corporation, except at a rate or
in a periodic amount or within a price range determined by the Board of
Directors.
(g) the appointment of any other committees of the Board of Directors or the
members of these committees.
SECTION 29. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees
shall be governed by, and held and taken in accordance with, the provisions
of Article III of these bylaws, Sections 5 (place of meetings), 7 (regular
meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action
without meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the Board of
<PAGE>
Directors and its members, except that the time of regular meetings of
committees may be determined either by resolution of the Board of Directors
or by resolution of the committee; special meetings of committees may also
be called by resolution of the Board of Directors; and notice of special
meetings of committees shall also be given to all alternate members, who
shall have the right to attend all meetings of the committee. The Board of
Directors may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.
ARTICLE V
OFFICERS
SECTION 30. OFFICERS. The officers of the corporation shall be a President, a
Secretary, and a Treasurer (Chief Financial Officer). The corporation may
also have at the discretion of the Board of Directors, a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers as may be appointed
in accordance with provisions of Section 3 of this Article V. Any number of
offices may be held by the same person.
SECTION 31. ELECTION OF OFFICERS. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article V, shall be chosen by the Board of Directors,
and each shall serve at the pleasure of the board subject to the rights, if
any, of an officer under any contract of employment.
SECTION 32. SUBORDINATE OFFICERS. The Board of Directors may appoint, and may
empower the President to appoint, such other officers as the business of
the corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the
bylaws or as the Board of Directors may from time to time determine.
SECTION 33. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any,
of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the Board of Directors at any regular or
special meeting of the board or, except in case of an officer chosen by the
Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt
of that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice
to the rights, if any, of the corporation under any contract to which the
officer is a party.
<PAGE>
SECTION 34. VACANCIES IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled
in the manner prescribed in these bylaws for regular appointments to that
office.
SECTION 35. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer
be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed
by the bylaws. If there is no President, the Chairman of the Board shall in
addition be the chief executive officer of the corporation and shall have
the powers and duties prescribed in Section 7 of this Article V.
SECTION 36. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction, and control of the business and the
officers of the corporation. He shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board, or if there
be none, at all meetings of the Board of Directors. He shall have the
general powers and duties of management usually vested in the office of the
President of a corporation, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the bylaws.
SECTION 37. VICE PRESIDENTS. In the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the President. The Vice Presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the Board of Directors or the bylaws, and the President, or
the Chairman of the Board.
SECTION 38. SECRETARY. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board of Directors
may direct, a book of minutes of all meetings and actions of directors,
committees of directors, and shareholders, with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice given, the names of those present at directors' meetings or
committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings.
The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, if one be appointed, a record of its shareholders, showing the
names of all shareholders and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the
same, and the number and date of cancellation of every certificate
surrendered for cancellation.
<PAGE>
The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors and of any committees
thereof required by the bylaws or by law to be given, and he shall keep the
seal of the corporation, if one be adopted, in safe custody, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or by the bylaws.
SECTION 39. TREASURER. The Treasurer is the Chief Financial Officer of the
corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings, and shares. The books of account shall at all
reasonable times be open to inspection by any director.
The Treasurer (Chief Financial Officer) shall deposit all moneys and
other valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, shall render to the President and directors, whenever they
request it, an account of all of his transactions as Treasurer (Chief
Financial Officer) and of the financial condition of the corporation, and
shall have other powers and perform such other duties as may be prescribed
by the Board of Directors or the bylaws.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the maximum extent permitted by the California
General Corporation Law, indemnify each of its officers and directors against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact any such person is or was an agent of the corporation.
ARTICLE VII
RECORDS AND REPORTS
SECTION 40. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall
keep at its principal executive office, or at the office of its transfer
agent or registrar, if either be appointed, a record of its shareholders,
giving the names and addresses of all shareholders and the number and class
of shares held by each shareholder.
A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and share holdings during usual business hours on five days prior
written demand on the corporation, and (ii) obtain from the transfer agent
of the corporation, on written demand and on the tender of such transfer
agent's usual charges for such list, a list of the shareholders' names and
<PAGE>
addresses, who are entitled to vote for the election of directors, and
their share holdings, as of the most recent record date for which that list
has been compiled or as of a date specified by the shareholder after the
date of demand. This list shall be made available to any such shareholder
by the transfer agent on or before the later of five (5) days after the
demand is received or the date specified in the demand as the date of which
the list is to be compiled. The record of shareholders shall also be open
to inspection on the written demand of any shareholder or holder of a
voting trust certificate, at any time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or as
the holder of a voting trust certificate. Any inspection and copying under
this Section 1 may be made in person or by an agent or attorney of the
shareholder or holder of a voting trust certificate making the demand.
SECTION 41. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at
its principal executive office, or if its principal executive office is not
in the State of California, at its principal business office in this state,
the original or a copy of the bylaws as amended to date, which shall be
open to inspection by the shareholders at all reasonable times during
office hours. If the principal executive office of the corporation is
outside the State of California and the corporation has no principal
business office in this state, the Secretary shall, upon the written
request of any shareholder, furnish to that shareholder a copy of the
bylaws as amended to date.
SECTION 42. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the shareholders
and the Board of Directors and any committee or committees of the Board of
Directors shall be kept at such place or places designated by the Board of
Directors, or, in the absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written
form and the accounting books and records shall be kept either in written
form or in any other form capable of being converted in to written form.
The minutes and accounting books and records shall be open to inspection
upon the written demand of any shareholder or holder of a voting trust
certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or as
the holder of a voting trust certificate. The inspection may be made in
person or by an agent or attorney, and shall include the right to copy and
make extracts. These rights of inspection shall extend to the records of
each subsidiary corporation of the corporation.
SECTION 43. INSPECTION BY DIRECTORS. Every director shall have the absolute
right at any reasonable time to inspect all books, records, and documents
of every kind and the physical properties of the corporation and each of
its subsidiary corporations. This inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the
right to copy and make extracts of documents.
<PAGE>
SECTION 44. ANNUAL REPORT TO SHAREHOLDERS. The annual report to shareholders
referred to in Section 1501 of the California General Corporation Law is
expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the Board of Directors from issuing annual or other periodic
reports to the shareholders of the corporation as they consider
appropriate.
SECTION 45. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall,
during the applicable filing period designated by Section 1502 of the
California General Corporation Law, in each year, file with the Secretary
of State of the State of California, on the prescribed form, a statement
setting forth the authorized number of directors, the names and complete
business or residence addresses of all incumbent directors, the names and
complete business or residence addresses of the chief executive officer,
Secretary, and chief financial officer, the street address of its principal
executive office or principal business office in this state, and the
general type of business constituting the principal business activity of
the corporation, together with a designation of the agent of the
corporation for the purpose of service of process, all in compliance with
Section 1502 of the Corporations Code of California.
ARTICLE VIII
GENERAL CORPORATE MATTERS
SECTION 46. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes
of determining the shareholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or entitled to exercise
any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty (60)
days before any such action, and in that case only shareholders of record
on the date so fixed are entitled to receive the dividend, distribution, or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after the record date so fixed, except as otherwise provided in the
California General Corporation Law.
If the Board of Directors does not so fix a record date, the record
date for determining shareholders for any such purpose shall be at the
close of business on the day on which the board adopts the applicable
resolution or the sixtieth (60th) day before the date of that action,
whichever is later.
SECTION 47. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or
other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as from
time to time, shall be determined by resolution of the Board of Directors.
<PAGE>
SECTION 48. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and this
authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board of Directors or within the agency power
of an officer, no officer, agent, or employee shall have any power or
authority to bind the corporation by any contract of engagement or to
pledge its credit or to render it liable for any purpose or for any amount.
SECTION 49. CERTIFICATES FOR SHARES. A certificate or certificates for shares of
the capital stock of the corporation shall be issued to each shareholder
when any of these shares are fully paid, and the Board of Directors may
authorize the issuance of certificates or shares as partly paid provided
that these certificates shall state the amount of the consideration to be
paid for them and the amount paid. All certificates shall be signed in the
name of the corporation by the Chairman of the Board or Vice Chairman of
the Board or the President or Vice President and by the Chief Financial
Officer or an Assistant Treasurer or the Secretary or any Assistant
Secretary, certifying the number of shares and the class or series of
shares owned by the shareholder. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer agent, or
registrar before that certificate is issued, it may be issued by the
corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue.
SECTION 50. LOST CERTIFICATES. Except as provided in this Section 5, no new
certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the corporation and cancelled at the
same time. The Board of Directors may, in case any share certificate or
certificate for any other security is lost, stolen, or destroyed, authorize
the issuance of a replacement certificate on such terms and conditions as
the board may require, including provision for indemnification of the
corporation secured by a bond or other adequate security sufficient to
protect the corporation against any claim that may be made against it,
including any expense or liability, on account of the alleged loss, theft,
or destruction of the certificate or the issuance of the replacement
certificate.
SECTION 51. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the
Board, the President, or any Vice President, or any other person authorized
by resolution of the Board of Directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any
and all shares of any other corporation or corporations, foreign or
domestic, standing in the name of the corporation. The authority granted to
these officers to vote or represent on behalf of the corporation any and
all shares held by the corporation in any other corporation or corporations
may be exercised by any of these officers in person or by any person
authorized to do so by a proxy duly executed by these officers.
<PAGE>
SECTION 52. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and
the term "person" includes both a corporation and a natural person.
ARTICLE IX
AMENDMENTS
SECTION 53. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these bylaws
may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however,
that if the Articles of Incorporation of the corporation set forth the
number of authorized directors of the corporation, the authorized number of
directors may be changed only by an amendment of the Articles of
Incorporation.
SECTION 54. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as
provided in Section 1 of this Article IX, to adopt, amend, or repeal
bylaws, bylaws may be adopted, amended or repealed by the Board of
Directors, provided, however, that after the issuance of shares, a bylaw
specifying or changing the fixed number of directors or the maximum or
minimum number or changing from a fixed to a variable board or vice versa
may only be adopted by approval of the outstanding shares.
EXHIBIT 99.1
Press Release, Dated October 7, 1999
Organic Food Products completes Spectrum Naturals Merger
Morgan Hill, Calif., October 7, 1999 -- Organic Food Products, Inc., (NASDAQ:
OFPI) announced today they have completed the merger with Spectrum Naturals,
Inc. that was previously announced on May 10, 1999. Spectrum Commodities, Inc.
and Organic Ingredients, Inc. were also merged into the new Company. The Company
will change its name to Spectrum Organic Products, Inc.
Jethren Phillips was elected CEO and Chairman of the Board. Mr. Phillips stated,
"Our entire management team has worked extremely hard over the past few months
to complete the merger. We are now free to focus our attention to growing our
businesses and completing the integration of the companies." John Battendieri
will remain on the Board and become Vice President of Business Development; Neil
Blomquist will become President of the Consumer Brands Division; Joseph Stern
will become President of Organic Ingredients, the company's Industrial Division;
and Richard Bacigalupi will become CFO of the new Company.
Organic Food Products, Inc. is a leader in the manufacturing and marketing of
organic food under the Millina's Finest(R), Garden Valley Organic(TM), Parrot
Brand(R) and Energy Plus(R) labels. The Company produces bottled sauces, salsas
and juices at its manufacturing facility in Morgan Hill.
Spectrum Naturals, Inc. is a leading manufacturer and marketer of organic and
all natural oils, vinegar and condiments under the Spectrum Naturals(R) label
and a leader in essential fatty acid (EFA) nutritional supplements under the
Spectrum Essentials(R) label.
"Safe Harbor" Statements under the Private Securities Act of 1995: The
statements contained in this release, which are not historical facts, are
forward-looking statements that are subject to risk and uncertainties that could
cause actual results to differ materially from those set forth or implies by the
forward-looking statements. These risks are described in OFPI's Securities and
Exchange Commission filings.
-End-
