STERLING VISION INC
NT 10-K, 1999-03-31
RETAIL STORES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                 Commission File Number: 1-14128


                           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: December 31, 1998


/_/ Transition Report on Form 10-K           /_/ Transition Report on Form 10-Q
/_/ Transition Report on Form 11-K           /_/ Transition Report on Form N-SAR
/_/ Transition Report on Form 20-F
    For the Transition Period Ended: N/A


     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: N/A



                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant: STERLING VISION, INC.

Former name if applicable: N/A


                             1500 Hempstead Turnpike
           (Address of principal executive office) (Street and number)


                           East Meadow, New York 11554
                           (City, state and zip code)


                                     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 appropriate box.)

/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 will be filed on or before the 15th 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.


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                                    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: The Registrant has experienced delays in assembling
the information necessary to finalize and complete its financial statements for
the calendar year ended December 31, 1998.


                                     PART IV
                                OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification


             Joseph Silver, Esq.                (516) 390-2100
                   (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

     (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?

                                                                  /_/ Yes /x/ 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:


                              STERLING VISION, INC.
                  (Name of Registrant as Specified in Charter)


The Registrant caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.


Date: March 31, 1999               By: /s/ William J. Young
                                       --------------------------------
                                       William J. Young, Chief Financial 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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