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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-23036
NOTIFICATION OF LATE FILING
(Check One): [ X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: August 31, 1996
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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 Item(s) to which the notification relates: ____________________________
________________________________________________________________________________
PART I. REGISTRANT INFORMATION
Full name of registrant Odwalla, Inc.
Former name if applicable
________________________________________________________________________________
Address of principal executive office (Street and number)
120 Stone Pine Road
City, State and Zip Code Half Moon Bay, CA 94019
PART II. RULE 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 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th 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.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Please see attached.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James R. Steichen (415) 712-5517
(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Sections 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?
[ ] 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.
Odwalla, 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 November 27, 1996 By /s/ James R. Steichen
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Name: James R. Steichen
Title: Chief Financial Officer
2.
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ODWALLA, INC.
ATTACHMENT TO FORM 12b-25
PART III - NARRATIVE
There are currently certain unresolved issues that affect the
presentation of the Company's annual report for the fiscal year ended August
31, 1996 (the "Annual Report"). On October 30, 1996, the Company voluntarily
pulled all products containing apple juice from store shelves when it was
discovered that several people in the Seattle area who had been identified with
the E. coli 0157:H7 bacteria had reportedly consumed Odwalla apple juice or
Odwalla apple juice products. As a further precaution, Odwalla also recalled
its carrot, organic carrot and vegetable cocktail juices, all of which are
processed on the same line as the apple juice products. As a result of the
product recall and the consequent diversion of significant amounts of the
Company's executive and administrative resources, the Company has been unable
to prepare its Annual Report on FOrm 10-K in a timely manner.The Company has
used its best efforts to resolve these issues in order to file its Annual
Report on Form 10-K in a timely manner; however, the Company is not able to
resolve these issues in time to file the Form 10-K in a timely manner without
unreasonable time or expense. The Company believes that these issues will be
resolved within the 15-day extension period permitted by Rule 12b-25.
