SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ORGANIC FOOD PRODUCTS, INC.
(Name of Issuer)
No Par Value Common Stock
(Title of Class of Securities)
685928103
(CUSIP Number)
Jethren Phillips
Spectrum Naturals, Inc.
133 Copeland Street
Petaluma, CA 94951
(707) 778-8900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Effective date of Merger of Spectrum Naturals, Inc.
with and into Organic Food Products, Inc.
(merger filing pending with Secretary of State
of California; no confirmation of acceptance
received as of the date of this filing)
---------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 685928103
(1) Names of Reporting Persons Jethren Phillips
(2) Check the Appropriate Box if a (a) _______
Member of a Group (b) _______
(3) SEC Use Only
(4) Source of Funds SC
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) _______
(6) Citizenship or Place of Organization USA
Number of Shares (7) Sole Voting Power 31,519,328
Beneficially Owned (8) Shared Voting Power 0
by Each Reporting (9) Sole Dispositive Power 31,519,328
Person With (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person Jethren Phillips - 31,519,328
(12) Check if the Aggregate Amount
in Row 11 Excludes Certain Shares __________
(13) Percent of Class Represented by
Amount in Row (11) 71.9%
(14) Type of Reporting Person IN
<PAGE>
Item 1. Security and Issuer
No par value common stock of Organic Food Products, Inc., with its
principal executive offices at 550 Monterey Road, Morgan Hill, California
95037.
Item 2. Identity and Background
(a) Jethren Phillips
(b) c/o Spectrum Naturals, Inc.
133 Copeland Street
Petaluma, CA 94951
(c) Until the effective time of the merger of Spectrum Naturals, Inc. with and
into Organic Food Products, Inc. (the "Merger") (which is currently pending
with the California Secretary of State) Mr. Phillips is the Chief Executive
Officer of Spectrum Naturals, Inc., with its principal business offices at
133 Copeland Street, Petaluma, CA 94951. In addition, until the effective
time of the merger of Spectrum Commodities, Inc. with and into Spectrum
Naturals, Inc. (also currently pending with the California Secretary of
State) Mr. Phillips is also Chief Executive Officer of Spectrum
Commodities, Inc., with its principal business offices at 1304 South Point
Blvd., Suite 280, Petaluma CA 94954. Recently, Mr. Phillips was elected
Chief Executive Officer of Organic Food Products, Inc., 550 Monterey Road,
Morgan Hill, California 95037.
Spectrum Naturals, Inc. 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.
Spectrum Commodities, Inc. is a manufacturer and marketer of industrial
ingredients.
Organic Food Products, Inc. manufactures and markets a line of organic food
products, including pasta sauces, salsas, dry cut pasta, and children's
meals, under the brand names "Millina's Finest," "Garden Valley Naturals,"
"Garden Valley Organics," "Grandma Millina's" and "Parrot." Organic Food
Products, Inc. also manufactures private label food products and markets an
energy drink under the brand name "Energy Plus."
(d) None
(e) None
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
The shares of common stock of Organic Food Products, Inc. will be acquired
in the Merger in exchange for shares of Spectrum Naturals, Inc. held by Mr.
Phillips. An Agreement of Merger to effect the Merger has been submitted to
the California Secretary of State for filing; as of the date of this
filing, such Agreement has not yet been accepted for filing but when
accepted may be effective as of a date prior to the date of acceptance.
<PAGE>
Item 4. Purpose of Transaction
The purpose of the Merger is to achieve a combined company with
substantially more resources and greater manufacturing, sales and
distribution capabilities than either entity as a stand-alone company.
Plans and Proposals:
(a) Mr. Phillips may be issued additional shares of Organic Food Products,
Inc., under certain circumstances, in accordance with the Agreement and
Plan of Merger and Reorganization relating to the Merger (as more fully
described below). Depending upon his evaluation of future developments
(including, but not limited to, market for the common stock, the effective
yield on the common stock, availability of funds, alternative uses of
funds, stock market and general economic conditions), Mr. Phillips may from
time to time purchase more common stock or dispose of all or a portion of
the common stock that he holds. Any such additional purchases or sales of
common stock may be in open-market or privately-negotiated transactions or
otherwise.
(b)-(c) While there are no current plans or proposals for any of the events
described in items (b)-(c) of this Item 4, it is anticipated that Organic
Food Products, Inc. will continue to evaluate its business operations on an
on-going basis, and that such evaluation may from time to time lead to the
acquisition or disposition of various product lines which may involve an
extraordinary corporate transaction or a sale of a material amount of
assets.
(d) Vacancies currently exist on the Board of Organic Food Products, Inc. and
the Board is currently engaged in a search for qualified candidates.
(g) Amendments to the charter and the by-laws of Organic Food Products, Inc.
were approved as part of the Merger as more fully described in the Form S-4
Registration Statement of Organic Food Products, Inc. and joint proxy
statement related to the Merger.
Item 5. Interest in Securities of the Issuer
(a) Mr. Phillips will initially receive in the Merger, 31,519,328 shares of no
par value common stock of Organic Food Products, Inc. constituting 71.9% of
the class.
Pursuant to the terms of the Certificate of Merger, the shareholders of
Spectrum Naturals, Inc., including Mr. Phillips, may receive additional
shares after the effective date of the Merger as follows:
(i) for each share of Organic Food Products, Inc. common stock issued
upon exercise, in accordance with their terms, of any and all warrants or
options to purchase Organic Food Products, Inc. common stock outstanding as
of the effective date of the Merger, Organic Food Products, Inc. shall
issue .000434 shares of common stock of the Organic Food Products, Inc. for
each share of Spectrum Naturals, Inc.; and
<PAGE>
(ii) in the event that the Applicable Price (as defined in Section
1.10 of the Agreement and Plan of Merger and Reorganization by and between
Organic Food Products, Inc. and Spectrum Naturals, Inc. dated as of May 14,
1999) exceeds $0.75 per share (the "Baseline Price"), then for each $0.01
per share above the Baseline Price, Organic Food Products, Inc. shall issue
27,293 shares of common stock of the Organic Food Products, Inc. for each
share of Spectrum Naturals, Inc.
provided that any such additional shares issued to Spectrum Naturals, Inc.
shareholders, together with all other shares issued to Spectrum Naturals,
Inc. shareholders in the Merger shall not exceed eighty percent (80%) of
the outstanding common stock of Organic Food Products, Inc., including all
outstanding options, warrants or other rights to acquire capital stock of
Organic Food Products, Inc.
As of the date of this filing, no event has occurred which would give rise
to the issuance of additional shares under the above adjustment formula.
(b) Mr. Phillips has sole power to vote and sole power to dispose of the
31,519,328 shares to be issued to him upon the effective date of the
Merger.
(c) See above.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None
Item 7. Material to Be Filed as Exhibits
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 20, 1999
/s/ Jethren Phillips
--------------------
Jethren Phillips
