UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: ________
NOTIFICATION OF LATE FILING
CUSIP Number: 72346U 10 5
(Check one:) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 2001
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[ ] 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: Not applicable
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: Not applicable
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PART I - REGISTRANT INFORMATION
Pinnacle Foods, Inc.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
980 Glasgow Street
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Address of Principal Executive Office (Street and Number)
Pottstown, PA 19464
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City, State and Zip Code
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.)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
[X] 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, Form
20-F, Form 11-K, Form 10-Q or Form N-SAR, or the transition report, or portion
thereof, could not be filed within the prescribed period. (Attach Extra Sheets
if Needed.)
Pinnacle Foods, Inc. (the "Company") became subject to the reporting
requirements of the Securities Exchange Act of 1934 when its registration
statement became effective on September 7, 2001. On November 9, 2001, the
Company received a letter containing 48 comments on the registration statement
from the SEC. The Company requires additional time to ensure that its Quarterly
Report on Form 10-QSB conforms to the Company's response to the comment letter
and includes disclosure and other information suggested by the comment letter.
PART IV - OTHER INFORMATION
(l) Name and telephone number of person to contact in regard to this
notification
Steven B. King 215-864-8604
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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
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(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.
The Company expects that the components of results of operations for
the three month period ended September 30, 2001 to be significantly different
from those for the corresponding period of 2000. Sales, Cost of Goods and
General and Administrative Expense are expected to be significantly higher in
the third quarter of 2001 than in the corresponding period of 2000. Sales
increased from $3.8 million to approximately $11.9 million. Cost of Goods
increased from $4.2 million to approximately $11.9 million. General and
Administrative Expense increased from $0.7 million to approximately $1.1
million. Because these increases in Cost of Goods and General and Administrative
Expense approximated the increase in Sales, the Company expects its Net Loss in
the third quarter of 2001 to be comparable to its Net Loss in the corresponding
quarter of 2000.
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Pinnacle Foods, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 12, 2001 By: /s/ Michael D. Queen
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Michael D. Queen,
President and 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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