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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 000-24124
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(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 29, 2001
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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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 item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant Fresh America Corp.
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Former name if applicable Not Applicable
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Address of principal executive office (Street and number)
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6600 LBJ Freeway, Suite 180
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City, state and zip code Dallas, Texas 75240
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PART II
RULES 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 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, 10-KSB, Form 20-F, 11-K, 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, 10-QSB, 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 Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant is in the process of completing a recapitalization
transaction with (i) The North Texas Opportunity Fund LP ("NTOF"), (ii) the
Registrant's subordinated lender, and (iii) the Registrant's senior lender. The
transaction involves (i) the issuance of preferred stock and warrants to NTOF in
exchange for gross cash proceeds of $5 million, (ii) the exchange of the
Registrant's subordinated debt preferred stock and all accrued interest and
dividends owing to the subordinated lender for preferred stock and warrants, and
(iii) an amendment to the Registrant's senior credit facility pursuant to which,
among other things, the revolving line of credit will be converted to term debt
with the maturity date extended to January 2002. There have been severe demands
on the Registrant's accounting staff due to their involvement in this process.
Management of the Registrant believes that the outcome of this process is
material to the disclosures contained in the Registrant's Quarterly Report on
Form 10-Q and expects the situation to be sufficiently resolved within the time
period prescribed by Rule 12b-25 to permit filing of the Registrant's Quarterly
Report on Form 10-Q. However, there can be no assurance that the Company will be
able to complete the recapitalization.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Cheryl A. Taylor (469) 791-5777
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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 reports) been filed? If answer is no,
identify report(s).
[ ] Yes [X] 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.
Fresh America Corp.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 13, 2001 By: /s/ Cheryl A. Taylor
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Cheryl A. Taylor
Executive Vice President Chief Financial
Officer and Secretary
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.
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IV.(3) OTHER INFORMATION
The Registrant anticipates that it will report a loss for the quarter
ended June 29, 2001 as compared to the $.12 basic earnings per share, and $.08
diluted earnings per share reported for the same period in the previous fiscal
year. For the reasons discussed in Part III above, the Registrant is unable to
quantify the magnitude of this year's loss at this point.