SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) : October 20, 1999 SPECTRUM ORGANIC PRODUCTS, INC. * ---------------------------------------------------- (Exact name of registrant as specified in its charter) * formerly Organic Food Products, Inc. California 333-22997 94-3076294 - -------------------------------------------------------------------------------- (State or other (Commission File (IRS Employer jurisdiction of incorporation) Number) Identification No.) 133 Copeland Street Petaluma, CA 94952 -------------------------------------- Address of Principal Executive Offices (707) 778-8900 -------------- (Registrant's telephone number, including area code) ITEM 5. CHANGE IN REGISTRANT NAME In connection with the merger of Organic Food Products, Inc., Spectrum Naturals, Inc. and Organic Ingredients, Inc., shareholders of the registrant approved the change of the Company name to "Spectrum Organic Products, Inc." Following the approval of the Merger by the State of California on October 20, 1999, the Company has taken the necessary actions to effect the name change, including the issuance of common stock under the common stock certificate specimen referenced in Exhibit 10.25 below. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements: On October 6, 1999, Registrant merged with Spectrum Naturals, Inc. ("SNI"), in a transaction accounted for as a reverse acquisition, since SNI shareholders now own approximately 75% of the post merger common stock. Accordingly, SNI will become the Registrant and present its historical financial results as the Registrant in the future. The following unaudited financial statements for the nine months ended September 30, 1999 and 1999 present the historical financial statements of SNI, which now becomes the Registrant. 2 SPECTRUM ORGANIC PRODUCTS, INC. BALANCE SHEETS ASSETS September 30, December 31, 1999 1998 --------- --------- (unaudited) CURRENT ASSETS Cash $ -- $ 500 Accounts receivable, net 2,160,100 1,712,400 Note receivables-shareholders 20,000 -- Inventory, net 3,507,900 2,772,200 Prepaid expenses 436,700 148,300 Deferred income taxes 74,400 73,100 ---------- ---------- Total Current Assets 6,199,100 4,706,500 ---------- ---------- PROPERTY AND EQUIPMENT, net 2,958,500 2,076,900 OTHER ASSETS Trademarks and label development 266,900 352,600 Deferred acquisition expenses 298,500 -- Other 144,000 90,300 ---------- ---------- Total Assets $9,867,000 $7,226,300 ========== ========== The Accompanying Notes are an Integral Part of the Financial Statements 3 SPECTRUM ORGANIC PRODUCTS, INC. BALANCE SHEETS (Continued) LIABILITIES AND SHAREHOLDER' EQUITY September 30, December 31, 1999 1998 --------- --------- (unaudited) CURRENT LIABILITIES Bank overdraft $ 382,300 $ 186,400 Line of Credit 1,445,000 1,417,500 Accounts payable 2,125,400 1,701,300 Accrued expenses 680,700 367,900 Income taxes payable 343,000 19,000 Current portion of long-term debt Notes 461,400 512,700 Leases 45,800 35,300 Former shareholder 121,700 -- ---------- ---------- Total Current Liabilities 5,605,300 4,240,100 ---------- ---------- LONG-TERM LIABILITIES Long-term debt, less current maturities 1,392,000 748,000 Note Payable to former shareholder, less current maturities 1,783,700 1,783,700 Obligations under capital lease, less current maturities 127,500 70,800 Deferred income taxes 168,000 168,000 Other -- 75,000 ---------- ---------- Total Liabilities 9,076,500 7,085,600 ---------- ---------- SHAREHOLDERS' EQUITY Common stock, no par value; 100,000 shares authorized, 6,925 shares issued and outstanding 95,500 95,500 Retained earnings 695,000 45,200 ---------- ---------- 790,500 140,700 ---------- ---------- Total Liabilities and Shareholders' equity $9,867,000 $7,226,300 ========== ========== The Accompanying Notes are an Integral Part of the Financial Statements 4 SPECTRUM ORGANIC PRODUCTS, INC. STATEMENTS OF INCOME Nine Months Ended September 30, 1999 1998 ---- ---- (unaudited) (unaudited) GROSS SALES $ 18,751,900 $ 17,575,900 COST OF GOODS SOLD 11,525,500 11,283,300 ------------ ------------ GROSS PROFIT 7,226,400 6,292,600 PROMOTIONS AND ADVERTISING 1,474,000 1,385,100 OPERATING EXPENSES 4,287,800 3,836,300 ------------ ------------ INCOME FROM OPERATIONS 1,464,600 1,071,200 OTHER (INCOME) EXPENSE Interest, net 392,000 352,700 Other (9,000) 17,500 ------------ ------------ 383,000 370,200 INCOME BEFORE INCOME TAXES 1,081,600 701,000 PROVISION FOR INCOME TAXES 431,800 280,400 ------------ ------------ NET INCOME $ 649,800 $ 420,600 ============ ============ BASIC EARNINGS PER SHARE $ 93.83 $ 60.74 ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 6,925 6,925 ============ ============ DILUTED EARNINGS PER SHARE $ 91.46 $ 59.20 ============ ============ WEIGHTED AVERAGE SHARS OUTSTANDING - DILUTED 7,105 7,105 ============ ============ The Accompanying Notes are an Integral Part of the Financial Statements 5 SPECTRUM ORGANIC PRODUCTS, INC. STATEMENTS OF INCOME Nine Months Ended September 30, 1999 1998 ---- ---- (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 649,800 $ 420,600 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 277,900 230,800 Deferred income taxes (1,300) 13,400 Allowances against receivables and chargebacks 7,500 -- Changes in: Receivables (455,200) 102,600 Inventories (735,700) (170,200) Prepaid expenses (288,400) (130,500) Other assets (53,700) 12,700 Accounts payable 424,100 (293,600) Accrued expenses 312,800 206,400 Income taxes payable 324,000 (37,000) Other (75,000) -- ----------- ----------- Net cash provided by operating activities 386,800 355,200 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (971,800) (262,400) Loan to Shareholder (20,000) (2,700) Deferred acquisition expenses (298,500) -- ----------- ----------- Net cash used by investing activities (1,290,300) (265,100) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings (repayments) under line of credit 27,500 240,000 Principal repayments on long-term debt (407,300) (174,400) Bank overdraft 195,900 (97,000) Proceeds from note receivable from stock sale -- 10,000 Principal payments on obligations under capital lease (34,800) (12,400) Proceeds from long-term debt 1,121,700 -- ----------- ----------- Net cash provided (used) by financing activities 903,000 (33,800) ----------- ----------- INCREASE (DECREASE) IN CASH (500) 56,300 CASH, BEGINNING OF PERIOD 500 154,400 ----------- ----------- CASH, END OF PERIOD $ -- $ 210,700 =========== =========== The Accompanying Notes are an Integral Part of the Financial Statements 6 SPECTRUM ORGANIC PRODUCTS, INC. NOTES TO FINANCIAL STATEMENTS 1. Interim Financial Statements The unaudited interim financial statements include all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are necessary in order to make the financial statements not misleading. Operating results for the nine-month period ended September 30, 1999 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 1999. These financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not contain certain information required by generally accepted accounting principles. These statements should be read in conjunction with Spectrum Naturals, Inc. financial statements and notes thereto for the three-months ended March 31, 1999 and year ended December 31, 1998 included in the Joint Proxy Registration Statement on Form S-4, filed by Organic Food Products, Inc. 2. Subsequent Events: Merger and Name Change On May 14, 1999, Spectrum Naturals, Inc. ("SNI") and Organic Food Products, Inc. ("OFPI") entered into a definitive agreement to merge the companies in a stock exchange. In addition, the OFPI entered into a definitive agreement to acquire all the outstanding shares of SNI and Organic Ingredients, Inc. ("OI"). Collectively, defined as the "Merger". Under the terms of the Merger, which will be accounted for as a reverse acquisition purchase, SNI will receive approximately 75% of the post merger Common Stock of OFPI, subject to certain adjustments. The Merger was approved by the shareholders of all of the parties, and became effective on October 6, 1999 with approval by the State of California as of October 20, 1999. As approved by shareholders, the newly combined group changed its name to "Spectrum Organic Products, Inc." in connection with the Merger. The name change became effective October 20, 1999 upon approval of the merger by the State of California. 3. Transactions with OFPI In expectation of the Merger, SNI advanced working capital to the OFPI to enable the company to maintain minimum inventory levels of selected products. As of September 30, 1999, OFPI owed SNI approximately $151,400 for payments SNI made to vendors on behalf of OFPI. SNI purchased inventory from OFPI of approximately $296,900 in connection with a royalty agreement. The full amount of this purchse had been paid by SNI as of September 30, 1999.The Company believes that the terms and conditions of these transactions were fair, reasonable and consistent with terms it could have obtained from unaffiliated third parties. (a) Pro forma financial statements. See Registrant's Joint Proxy Registration Statement on Form S-4, declared effective July 30, 1999. (b) Exhibits. 7 (c) Exhibits 10.16 Agreement and Plan of Merger and Reorganization dated May 14, 1999 by and between Organic Food Products, Inc. and Organic Ingredients, Inc. (1) 10.17 Agreement and Plan of Merger and Reorganization dated May 14, 1999 by and between Organic Food Products, Inc. and Spectrum Naturals, Inc. (1) 10.18 Form of Amended and Restated Articles of Incorporation of Organic Food Products, Inc. (1) 10.23 September 23, 1999 Private Placement Memorandum by Organic Food Products, Inc. (2) 10.24 Amended and restated Bylaws of Spectrum Organic Products, Inc. (3) 10.25 Specimen of Spectrum Organic Products, Inc. Common Stock certificate 27 Financial data schedule - ------------------------- (1) Incorporated by reference to annexes filed with Registrant's Joint Proxy Registration Statement on Form S-4, File No. 333-83675, declared effective July 30, 1999. (2) Incorporated by reference to exhibits filed with Registrant's Form 10KSB on October 13, 1999. (3) Incorporated by reference to exhibits filed with Registrant's Form 8K on October 21, 1999. ITEM 8. CHANGE IN FISCAL YEAR As reported in the original Form 8K filed on October 21, 1999, the Registrant has changed its accounting year-end to December 31, the year end of the accounting acquire, SNI. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 27, 1999 Spectrum Organic Products, Inc. /s/ Richard R. Bacigalupi ----------------------------------------- Richard R. Bacigalupi Chief Financial Officer 8