SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-20753
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ended:______________________________________________________
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended: 06/30/98
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: Item 6: Management's
Discussion and Analysis or Plan of Operation and Item 7: Financial Statements.
PART I
REGISTRANT INFORMATION
Full name of registrant SONICS & MATERIALS, INC.
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Former name if applicable_______________________________________________________
Address of principal executive office (Street and number)
53 Church Hill Road
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City, state and zip code Newtown, Connecticut 06470
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PART II
RULE 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, 20-F, 11-K or Form N-SAR, or portion
|X| 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, 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
(c) 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
<PAGE>
Sonics & Materials, Inc. (the "Company") is unable to file Item 6,
Management's Discussion and Analysis or Plan of Operation" and Item 7,
"Financial Statements", without unreasonable effort or expense because of the
following reasons:
1. Fiscal year 1998 was the first year that the Company included Tooltex,
Inc., a company it acquired on July 25, 1997, in its consolidated
financial statements. Since it was the first year to consolidate such
subsidiary, it took the Company longer than anticipated to prepare its
annual financial statements.
2. After the annual financial statements were prepared, the Company tested
the financial covenants contained in its credit facility with a bank and
discovered that it was no longer in compliance with two of its covenants.
The facility with the bank was first entered into by the Company in
September 1997 and subsequently amended in December 1997. The Company
immediately discussed the situation with the bank and its auditors. The
bank advised the Company that it needed time to review the financial
condition of the Company and the financial covenants to determine whether
it will grant a waiver of the covenants or modify the terms of the
financial covenants. The bank has advised that such review can be
completed within the 15 day time period prescribed by Rule 12b-25.
3. Due to the uncertainty surrounding the financial covenants, the Company
has not been able to complete the annual financial statements and
Management's Discussion and Analysis.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lauren Soloff 203 270-4600
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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 of 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?
|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 to report a net loss
of approximately $396,000, or $.11 per share, for fiscal year 1998. Compare to
net income of $29,054, or $.01 per share, for fiscal year 1997.
SONICS & MATERIALS,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
thereunto duly authorized.
Date September 28, 1998 By /s/ ROBERT S. SOLOFF
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Robert S. Soloff
Chairman and President
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