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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 29, 1996.
/ / 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 ATTACHED INSTRUCTION (ON BACK PAGE) 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 -- REGISTRANT INFORMATION:
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Full Name of Registrant: MONTEREY PASTA COMPANY
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):
1528 Moffett Street
Salinas, California 93905
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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)
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/X/ (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, 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 of
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
/X/ (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 Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Company is unable to file its Form 10-K for the year ended December
29, 1996 due to changes in the Company's management and independent auditors.
As disclosed in the registrant's Forms 8-K filed with the Commission since
October 1996, Monterey Pasta Company has recently experienced significant
changes in management, directors, and outside accountants and attorneys.
Accordingly, the Registrant has not yet completed its review and necessary
analysis of all of the business and financial information necessary to
complete the narrative disclosure and financial statements for the
Registrant's Annual Report on Form 10-K for the year ended December 29, 1996.
Thus, the Registrant's newly engaged independent auditor, BDO Seidman, LLP,
has not yet had the opportunity to complete its audit procedures to enable it
to render its opinion within the prescribed period.
Because of the transactions to new management and because the independent
auditors have not completed their audit procedures, the Company is unable to
file its Form 10-K within the prescribed period.
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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
Eric J. Lapp, Gary Cary Ware & Freidenrich (415) 833-2052
(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
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.
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SIGNATURE
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MONTEREY PASTA COMPANY
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 28, 1997 By /s/ Kenneth A. Steel Jr.
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Kenneth A. Steel Jr.
Chief Executive Officer
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PARTY IV (3) - ATTACHED EXPLANATION
The Registrant anticipates that its Consolidated Statement of Operations to
be included in its December 29, 1996, Form 10-K will reflect the following
changes from the last fiscal year.
Net revenues for the year ended December 29, 1996 are anticipated to be
approximately $24,492,000, compared to $18,716,000 in 1995. Costs of sales
are expected to increase to approximately $15,851,000 in 1996 from
$11,111,000 in 1995, reflecting a net decrease in gross profit percentage to
35% from 41%. Selling, general and administrative costs increased to
approximately 66% of net revenues in 1996 from 45% in 1995, due in part to
increased advertising, promotion and slotting fees.
1996 losses also include approximately $571,000 in losses on sale or
impairment of assets, and net interest expense of approximately $413,000
compared to interest income in 1995 of $40,000. Net losses from continuing
operations were $8,453,000 in 1996 compared to $764,000 in 1995. Discontinued
restaurant and franchising operations accounted for recoveries of $220,000 in
1996, and losses of $21,279,000 in 1995.
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[Letterhead of BDO Seidman, LLP]
March 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
This letter is 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 Monterey Pasta Company (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
10-K for the year ended December 29, 1996, because, in part, our Firm has not
yet completed our audit of the financial statements of the Registrant for the
year ended December 29, 1996, 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 29,
1996, and agree with the statements made therein.
Very truly yours,
/s/ BDO Seidman, LLP
BDO Seidman, LLP
San Francisco, California
