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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER: 1-13260
CUSIP NUMBER: 828342 10 5
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period ended: DECEMBER 31, 1996
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[ ] 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:
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| Read 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. |
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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 - REGISTRATION INFORMATION
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SILVERADO FOODS, INC.
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Full Name of Registrant
N/A
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Former Name, if applicable
6846 SOUTH CANTON, SUITE 110
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Address of Principal Executive Office (Street and Number)
TULSA, OKLAHOMA 74136
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City, State and Zip Code
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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;
[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.
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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, N-SAR or the transition report or portion thereof could not be filed within
the prescribed period. (Attach Extra Sheets If Needed)
SEE EXHIBIT A ATTACHED HERETO.
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EXHIBIT A
TO
FORM 12b-25
SILVERADO FOODS, INC.
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Negotiations are underway with the Registrant's primary lender and an additional
financial institution to refinance the Registrant's two credit facilities (a
$5,000,000 term loan and a $7,000,000 working capital line of credit). The
Registrant has requested, but has been unable to obtain a waiver of certain
events of default under its loan agreement with its primary lender. The
inability to obtain a waiver would have a significant effect on the
classification of the debt in the Registrant's balance sheet as of December 31,
1996, as well as the related disclosures. The Registrant believes that through
its negotiations, it may be able to reach an accommodation with its primary
lender that would enable it to obtain a waiver of the events of default.
However, there can be no assurance that such an accommodation will be
negotiated.
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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.
DORVIN D. LIVELY (918) 496-2400
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(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 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.
SEE EXHIBIT B ATTACHED HERETO.
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EXHIBIT B
TO
FORM 12B-25
SILVERADO FOODS, INC.
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It is anticipated that the Registrant's results of operations for the fiscal
year ended December 31, 1996, will be significantly different from the prior
year. The Registrant estimates that it will report net sales of $50,414,100 for
the year ended December 31, 1996, (b) an operating loss of $5,045,016 for the
year ended December 31, 1996, as compared to an operating loss of $3,924,317 for
the year ended December 31, 1995, and (c) a net loss of $7,459,000 for the year
ended December 31, 1996, as compared to a net loss of $4,713,011 for the year
ended December 31, 1995.
The primary reasons for the differences were lower gross margins in both the
specialty baked goods segment and the snack tray segment, combined with higher
depreciation, amortization and interest expenses as compared to the prior year.
SILVERADO FOODS, 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: MARCH 31, 1997 By: /s/ Dorvin D. Lively
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DORVIN D. LIVELY
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY
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.
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| ATTENTION |
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL |
| VIOLATIONS (SEE 18 U.S.C. 1001). |
| |
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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 the public record in the
Commission 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 notifications 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 amended notification.
