U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File
Number 000-24124
FORM 12B-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[X]Form 10-K and Form 10-KSB [ ]Form 11-K [ ]Form 20-F
[ ]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 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 Items(s) to which the notification relates:________________________
________________________________________________________________________________
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: Fresh America Corp.
Former Name if Applicable: Not Applicable
6600 LBJ FREEWAY, SUITE 180
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Address of Principal Executive Office (STREET AND NUMBER)
DALLAS, TEXAS 75240
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City, State and Zip Code
<PAGE>
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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)
[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 of 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 Form 10-K and Form
10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period.
On Friday, April 28, 2000, the Registrant closed an important and complex
refinancing transaction with its subordinated lenders. The Registrant's
management was required to devote substantial time and attention to this
refinancing transaction. As a result of the refinancing transaction, the
Registrant's management has not had sufficient time to complete the preparation
of the Form 10-K/A, but will file same with the Commission shortly.
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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
JOHN GRAY (972) 774-0575
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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?
[ ] 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.
FRESH AMERICA CORP.
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 2, 2000 By: /s/ COLON WASHBURN
Colon Washburn,
Chief Executive 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.
