EXHIBIT 99.1
ORGANIC FOOD PRODUCTS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS [RULE 14a-4(a)(1)]
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON [DATE]
The undersigned hereby appoints John Battendieri and Richard R. Bacigalupi
and each of them, as attorneys and proxies of the undersigned, with full power
of substitution, to vote all of the shares of stock of Organic Food Products,
Inc. which the undersigned may be entitled to vote at the Special Meeting of
Shareholders of Organic Food Products, Inc. to be held at the Organic Food
Products corporate offices at 550 Monterey Road, Morgan Hill, California 95037
on [DAY OF WEEK], [DATE] at [TIME OF DAY] (local time), and at any and all
postponements, continuations and adjournments thereof, with all powers that the
undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, 3 AND 4, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT.
IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE
THEREWITH.
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.
PROPOSAL 1: To approve the Agreement and Plan of Merger and
Reorganization, dated as of May 14, 1999, by and between the
Company and Organic Ingredients, Inc., a California
corporation, providing for the merger of Organic Ingredients
with and into the Company, with the Company as the surviving
corporation. As a result of the merger with Organic
Ingredients, each outstanding share of the common stock,
without par value per share, of Organic Ingredients would be
converted into the right to receive 39.5 shares of the common
stock, without par value, of the Company.
|_| FOR |_| AGAINST |_| ABSTAIN
PROPOSAL 2: To approve the Agreement and Plan of Merger and
Reorganization, dated as of May 14, 1999, by and between the
Company and Spectrum Naturals, Inc., a California corporation,
providing for the merger of Spectrum with and into the
Company, with the Company as the surviving corporation. As a
result of the Spectrum merger, each outstanding share of the
common stock, without par value per share, of Spectrum would
be converted into the right to receive 4,669.53 shares of the
common stock, without par value, of the Company.
|_| FOR |_| AGAINST |_| ABSTAIN
PROPOSAL 3: To approve an amendment to and restatement of the Company's
Articles of Incorporation to increase the authorized number of
shares of Common Stock from 20,000,000 to 100,000,000 shares
and to change the name of the Company to "Spectrum Organic
Products, Inc."
|_| FOR |_| AGAINST |_| ABSTAIN
PROPOSAL 4: To approve an amendment to and restatement of the Company's
1995 Stock Option Plan to increase the aggregate number of
shares of Common Stock authorized for issuance under such plan
from 625,000 shares to 4,500,000 shares.
|_| FOR |_| AGAINST |_| ABSTAIN
DATED
--------------------- ---------------------------------------------
---------------------------------------------
SIGNATURE(S)
Please sign exactly as your name appears
hereon. If the stock is registered in the
names of two or more persons, each should
sign. Executors, administrators, trustees,
guardians and attorneys-in-fact should add
their titles. If signer is a corporation,
please give full corporate name and have a
duly authorized officer sign, stating title.
If signer is a partnership, please sign in
partnership name by authorized person.
Please vote, date and promptly return this proxy in the enclosed return envelope
which is postage prepaid if mailed in the United States.