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: May 31, 2000
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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:
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)
Pier 40, W. Houston Street @ Hudson River (formerly, 229 West 28th Street)
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City, State and Zip Code New York, New York 10014 (formerly, New York, New York
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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 May 31,
2000 (the "Form 10-Q") without unreasonable effort or
expense because management of the Company has been utilizing
much of its efforts in fully integrating recently acquired
European and domestic businesses into the Company's
operations. In addition, the Company has recently moved its
executive offices from their prior location. The Form 10-Q
is currently being prepared and will be filed no later than
July 24, 2000.
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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) 989-3338 (formerly, (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: July 17, 2000 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 May 31, 2000, the Company expects to report that
it had a net loss of approximately $147,000, as compared to net income of
$512,000 for the quarter ended May 31, 1999. For the nine months ended May
31, 2000, the Company expects to report that it had net income of
approximately $704,000, as compared to net income of $1,350,000 for the
nine months ended May 31, 1999. Net loss per share for the quarter ended
May 31, 2000 is expected to be $(0.02) on a basic and diluted basis, as
compared to net income per share of $0.10 and $0.09 on a basic and diluted
basis, respectively, for the quarter ended May 31, 1999. Net income per
share for the nine months ended May 31, 2000 is expected to be $0.12 and
$0.11 on a basic and diluted basis, respectively, as compared to net income
per share of $0.26 on a basic and diluted basis for the nine months ended
May 31, 1999. The Company believes that such decrease in net income is
attributable primarily to additional costs associated with the Company's
Premedia Services division.
