UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Check one:
[X] Form 10-K [ ] Form 20-F[ ] Form 11-K [] Form 10-Q [ ] 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:
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
ORION ACQUISITION CORP. II
Full Name of Registrant
Former Name if Applicable
1430 Broadway, 13th Floor
Address of Principal Executive Office (Street and Number)
New York, NY 10018
City, State and Zip Code
Part II - RULES 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 box if appropriate).
[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, Form 20-F, Form 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth 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 why the Form 10-K, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period.
Due to a major hardware failure in the filer's computer system utilizing the
Edgar Ease software at approximately 4:45 p.m. on March 31, 1998, the
"Edgarized" version of the subject 10-K document was lost. Filer was unable to
re-edgarize the document in time for a timely filing.
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
William L. Remley (212) 391-1392
(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 reports) 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?
[ ] Yes [X] 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.
ORION ACQUISITION CORP. II
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1998 By: /s/ William L. Remley
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President
