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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
000-21057
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CUSIP NUMBER
26784F 10 3
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(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: April 30, 1999
[ ] 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
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Dynamex Inc.
Full Name of Registrant
Former Name if Applicable
1431 Greenway Drive, Suite 345
Address of Principal Executive Office (Street and Number)
Irving, Texas 75038
City, State and Zip Code
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PART II - RULE 12b-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to rule 12b-25(b) [Paragraph 23,047],
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, 11-K or 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.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
On June 14, 1999, Dynamex Inc. announced that it has uncovered potentially
unsupportable accounting entries that increased net income approximately
$450,000 in the third quarter 1998 with a corresponding reduction in fourth
quarter 1998 net income. These accounting entries were discovered during
management's normal quarterly review process for the period ended April 30,
1999. Based on its initial review of these entries, management believes that
the impact is limited to the third and fourth quarters of fiscal year 1998, and
does not believe that the reported results for the full fiscal year 1998 nor
the quarterly results for fiscal year 1999 will be impacted by these entries.
The Audit Committee of the Board of Directors has formed a Special Committee of
outside directors to review the matter further. The Special Committee has
engaged the law firm of Weil, Gotshal & Manges LLP to assist in the review.
Weil, Gotshal has engaged Deloitte & Touche to assist in connection with the
review. The Special Committee hopes to complete its review within the next
several weeks. The Company will file the Form 10-Q for the quarter ended April
30, 1999 and Form 10-Q/A for the quarter ended April 30, 1998 within five
calendar days in order to meet the timely filing requirements of the United
States Securities and Exchange Commission. These filings may be amended subject
to the outcome of the review of potentially unsupportable accounting entries by
the Special Committee of the Board of Directors.
PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Ray E. Schmitz (972) 756-8180
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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
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(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.
As previously described, Dynamex Inc. discovered potentially
unsupportable accounting entries that increased net income
approximately $450,000 in the third quarter 1998. Previously
reported net income for the third quarter 1998, before
adjustment for these unsupportable accounting entries was
$1,342,000, compared to net income for the third quarter 1999 of
$365,000.
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DYNAMEX 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 June 15, 1999 By /s/ Richard K. McClelland
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Richard K. McClelland
President, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)
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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 omission of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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1. This form is required by Rule 12b-25 (17 CFD 240, 12b-25) of the
General Rules and Regulations under the Securities 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, 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 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 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 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
(Section 232.201 or Section 232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (Section 232.13(b) of this chapter).
