UNIDIGITAL INC
NT 10-Q, 2000-04-14
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 29, 2000
                   -----------------------

[ ] 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  29,  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.
               The Form 10-Q is currently  being  prepared and will be
               filed no later  than the fifth  calendar day  following
               the April 14, 2000 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, 2000                   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 29, 2000, the Company  expects to report
     that it had net income of approximately $300,000, as compared to net income
     of $454,000 for the quarter  ended  February  28, 1999.  For the six months
     ended  February  29,  2000,  the Company  expects to report that it had net
     income of approximately $900,000, as compared to net income of $824,000 for
     the six  months  ended  February  28,  1999.  Net  income per share for the
     quarter  ended  February  29,  2000 is  expected to be $0.05 and $0.04 on a
     basic and diluted basis, respectively,  as compared to net income per share
     of $0.09 and  $0.08 on a basic and  diluted  basis,  respectively,  for the
     quarter  ended  February 28, 1999.  Net income per share for the six months
     ended  February  29,  2000 is  expected  to be $0.14 on a basic and diluted
     basis,  as compared to net income per share of $0.16 on a basic and diluted
     basis for the six months ended February 28, 1999. The Company believes that
     such  increase in net income is  attributable  primarily  to the  Company's
     recent growth in net sales in its Media Solutions division.



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