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
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[ ] 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:
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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 Unidigital Inc.
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER)
229 West 28th Street
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City, State and Zip Code New York, New York 10001
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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 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.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
William E. Dye (212) 244-7820
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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
(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.
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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: April 14, 1999 By: /s/William E. Dye
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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.
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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.
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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.