UNIDIGITAL INC
NT 10-Q, 1999-04-14
SERVICE INDUSTRIES FOR THE PRINTING TRADE
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 12b-25

                                                Commission File Number:  1-14126

                           NOTIFICATION OF LATE FILING


         (Check One):  [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR

For Period Ended:  February 28, 1999
                   -----------------

[ ] 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:
                                -------------------------

         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:
                                                       -------------------------

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant          Unidigital Inc.
                       --------------------------------

Former name if applicable
                         ---------------------------------------------

Address of principal executive office (STREET AND NUMBER)

                   229 West 28th Street
- ----------------------------------------------------------

City, State and Zip Code  New York, New York  10001
                        --------------------------------

<PAGE>

                                     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,  semi-annual  report,  transition
                  report on Form  10-K,  20-F,  11-K or 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, 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,  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).

           Unidigital  Inc. (the  "Company") is unable to timely file its
           Quarterly  Report on Form 10-Q for the Quarter Ended  February
           28,  1999 (the "Form  10-Q")  without  unreasonable  effort or
           expense  because  management of the Company has been utilizing
           much  of its  efforts  in  fully  integrating  three  recently
           acquired  businesses into the Company's  operations.  The Form
           10-Q is  currently  being  prepared and will be filed no later
           than the fifth  calendar day  following the April 14, 1999 due
           date of the Form 10-Q.

<PAGE>

                                     PART IV
                                OTHER INFORMATION

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

  William E. Dye             (212) 244-7820
- -------------------------------------------------------------
     (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?

                                                             [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.

            Please  see  Exhibit  A  attached  hereto  and  forming a part
hereof.

             Unidigital Inc.
- ---------------------------------------------
(Name of registrant as specified in charter)

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

Date:    April 14, 1999                       By: /s/William E. Dye
                                                  ------------------------------
                                              Name: William E. Dye
                                              Title: 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.

<PAGE>

                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

         1.       This  form is required by Rule 12b-25 of the General Rules and
Regulations  under the  Securities and Exchange Act of 1934.

         2.       One signed original and four conformed copies of this form and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  DC 20549,  in accordance  with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of the public record in the Commission files.

         3.       A  manually signed  copy of  the form  and amendments  thereto
shall be  filed with  each national securities  exchange on  which any  class of
securities of the registrant is registered.

         4.       Amendments to  the notification  must  also  be filed on  Form
12b-25 but need not restate information that has been correctly  furnished.  The
form shall be clearly identified as an amended notification.

         5.       ELECTRONIC FILERS.  This form  shall not be used by electronic
filers unable to timely  file a report  solely due to  electronic  difficulties.
Filers  unable  to  submit a report  within the  time period  prescribed  due to
difficulties  in  electronic  filing  should  comply  with  either  Rule  201 or
Rule  202 of Regulation  S-T or apply for  an adjustment in filing date pursuant
to Rule 13(b) of Regulation S-T.

<PAGE>

                                    EXHIBIT A

                                     PART IV
                                OTHER INFORMATION

         (3)   For the quarter ended February 28, 1999,  the Company  expects to
         report that it had net income of approximately  $454,000 as compared to
         net income of $192,000 for the quarter  ended  February  28, 1998.  Net
         income per share for the quarter ended February 28, 1999 is expected to
         be $0.09 and  $0.08 on a basic  and  diluted  basis,  respectively,  as
         compared to net income per share of $0.06 on a basic and diluted  basis
         for the quarter ended February 28, 1998. The Company believes that such
         increase in net income is attributable to the Company's recent business
         acquisitions.

               For  the  six   months  ended  February  28,  1999,  the  Company
         expects to report that it had net income of  approximately  $824,000 as
         compared to net income of $698,000  for the six months  ended  February
         28, 1998.  Net income per share for the six months  ended  February 28,
         1999  is  expected  to  be  $0.16  on  a  basic and  diluted  basis  as
         compared  to  net  income  per share  of $0.22 and $0.20 on a basic and
         diluted  basis,  respectively,  for the six  months  ended February 28,
         1998. The Company believes that such overall  increase in net income is
         attributable to the Company's recent business acquisitions.



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