UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING.
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended: December 31, 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 the 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:
PART I - REGISTRANT INFORMATION
Full name of registrant: Spectrum Organic Products, Inc.
Former name if applicable: Organic Food Products, Inc.
Address of Principal Executive: 133 Copeland Street
Office (Street and Number) Petaluma, CA 94952
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 12b25(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;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form
11-K, or Form N-SAR, or 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.
<PAGE>
PART III - NARRATIVE.
State below in reasonable detail the reasons why Form 10-K and
Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
transition report or portion thereof could not be filed within
the prescribed period.
Registrant has recently completed a merger and is in process of
obtaining the information to complete its report in connection
with its annual report. The merger is of such significance that
operations and information flow are still in the process of being
integrated. The additional information needed is of such
significance that if not obtained, it would have a material impact
on the registrant's financial statements and related disclosures.
Additionally, because of the significance and the complexity of
the merger, our auditors have not yet been able to complete the
audit of the newly merged companies.
PART IV - OTHER INFORMATION.
(1) Name and telephone number of person to contact in regard to
this notification: Richard R. Bacigalupi, (707)778-8900, ext. 3123
(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 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 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.
Since the Registrant has completed a reverse acquisition, the
historical financial statements are now those of the legal
acquiree, Spectrum Naturals, Inc., and due to the size of the
acquired companies, operations and financial position of the
Registrant will not be comparable to the historical financial
statements previously reported by Spectrum Naturals, Inc. in the
Form S-4 filed on July 30, 1999.
Spectrum Organic Products, Inc.
--------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 30, 2000 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 constitutes Federal
Criminal Violations. (See 18 U.S.C. 1001)
BDO BDO Seidman, LLP One Sansome Street, Suite 1100
Accountants and San Francisco, CA 94104-4430
Consultants Fax: (415) 397-2161
March 30, 2000
Secrurities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
This letter was 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 Spectrum Organic Products, Inc.
(formerly Organic Food Products, Inc.)(the "Registrant") The
Registrant has stated in Part III of it's 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
December 31, 1999 because, in part, our Firm has not completed our
audit of the financial statements of the Registrant for the year
that 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 December 31, 1999, and agree with the statements made
therein.
Very truly yours,
/s/ BDO Seidman, LLP
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BDO Seidman, LLP
