BATTERIES BATTERIES INC
NT 10-K, 1998-03-31
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING

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

For Period Ended: December 31, 1997 

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F 
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q 
[ ] Transition Report on Form N-SAR

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.

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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:

         Batteries Batteries, Inc. (the "Company")
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         (Former Name if Applicable)

         711 Fifth Avenue
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         Address of Principal Executive Office (Street and Number)

         New York, New York  10022
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         City, State and Zip Code

PART II--RULES 12B-25 (B) AND (C)

If the subject report could not be filed without unreasonable effort and
expense and the Registrant seeks relief pursuant to Rule12b-25(b) [P. 23,047],
the following should be completed. (Check box if appropriate)

     (a) The reasons described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

     (b) The subject annual report, semi-annual report, transition report on
     Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed
     on or before the fifteenth calendar day following the prescribed due date;
[X]  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
     has been attached if applicable.

PART III--NARRATIVE

State below, in reasonable detail, the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period. (Attach extra sheets, if
needed)

         The report on Form 10-K could not be filed on time because of the time
and efforts required to prepare the financial statements in connection with the
Battery Network companies and Cliffco of Tampa Bay, Inc., which were acquired
by the Company in January 1997 and May 1997, respectively.


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PART IV--OTHER INFORMATION

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

          Ronald E. Badke                         (212)           829-0900
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              (Name)                            (Area Code)  (Telephone Number)

(2) Have all other periodic reports 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.

     Sales of the Company increased from approximately $25,600,000 in the year
ended December 31, 1996 to approximately $54,000,000 in the year ended December
31, 1997 due to acquisitions of the Battery Network companies and Cliffco of
Tampa, Inc. in 1997.


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                           Batteries Batteries, 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:      March 31, 1998           By: /s/ Ronald E. Badke
       -----------------------      ---------------------------
                                    Ronald E. Badke, 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.


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                                   ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).


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                              GENERAL INSTRUCTIONS

1. This form is required by rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed and original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 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 public record in the Commission files.

3. 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 notifications 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 amendment notification.



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