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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): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: July 31, 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) [P. 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;
[ ] (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
[X] (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. (the "Company") announced that it had uncovered
potentially unsupportable accounting entries and the Audit Committee of the
Board of Directors had formed a Special Committee of outside directors to review
the matter further. The Special Committee engaged the law firm of Weil, Gotshal
& Manges LLP to assist in the review. Weil, Gotshal engaged Deloitte & Touche to
assist in connection with the review.
On September 17, 1999, the Company issued a press release announcing the results
of the review of the Special Committee of the Board of Directors. The review
will result in the Company restating its previously reported financial results
for fiscal years 1997 and 1998, the first three quarters of fiscal year 1998,
and the first three quarters of fiscal year 1999. The Company's previously
issued 1997 and 1998 annual financial statements and the independent auditors'
reports thereon, as well as the interim financial statements for 1997, 1998 and
1999, should not be relied upon.
The audit of fiscal years 1997, 1998 and 1999 is presently underway and is
expected to last another two months. Upon the completion of the audit, the
Company will file Form 10-K for fiscal year 1999, the amended Forms 10-K for
fiscal year 1997 and 1998, and the amended Forms 10-Q for the first three
quarters in fiscal year 1998 and the first three quarters in fiscal year 1999.
Management anticipates that all filings will be completed by December 31, 1999,
but can make no assurances since the filing of such documents is contingent upon
the completion of the audit.
In late September, the Company was advised by the American Stock Exchange that
trading in the Company's stock would remain halted until the re-audited
financial information was filed with the SEC and the American Stock Exchange had
time to review the filings. The American Stock Exchange today advised management
that the Company will not meet the Exchange's continued listing guidelines after
November 15, 1999 based upon the delay in completion of the audit and the
resulting failure to timely file audited financial statements with the SEC.
Management intends to make all efforts to remedy this issue, but no assurance
can be made that the Company's listing will be maintained.
As discussed in the September 17, 1999 press release, the Company may be in
violation of certain financial covenants and is in violation of certain
financial reporting covenants under its bank credit agreement. The Company
continues to work with its banks to achieve any necessary waivers or
amendments, although there is no assurance that such waivers or amendments will
be achieved. Any necessary waivers or amendments cannot be finalized until the
ongoing audit nears completion.
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)
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(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).
[ ] Yes [X] No
10-K/A Amendment #1 July 31, 1997
10-Q/A Amendment #1 October 31, 1997
10-Q/A Amendment #1 January 31, 1998
10-Q/A Amendment #3 April 30, 1998
10-K/A Amendment #2 July 31, 1998
10-Q/A Amendment #1 October 31, 1998
10-Q/A Amendment #1 January 31, 1999
10-Q/A Amendment #1 April 30, 1999
(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 herein and in the Company's September 17,
1999 press release, the Company will restate several filings. The
following are estimated net income/(loss) for the restated periods.
Year ended July 31, 1997 $ 2,037,000
Quarter ended October 31, 1997 372,000
Quarter ended January 31, 1998 221,000
Quarter ended April 30, 1998 149,000
Year ended July 31, 1998 1,051,000
Quarter ended October 31, 1998 230,000
Quarter ended January 31, 1999 (2,233,000)
Quarter ended April 30, 1999 502,000
The estimated net loss, for the year ended July 31, 1999 is
$1,591,000. The foregoing figures are subject to the ongoing audit by
Deloitte & Touche LLP. This audit may, and very likely will, result
in changes to these estimated results.
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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 November 1, 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).
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EXHIBIT 1
October 28, 1999
Mr. Ray Schmitz
Vice President -- Controller,
Chief Accounting Officer
Dynamex, Inc.
1431 Greenway Drive
Suite 345
Irving, Texas 75038
Dear Mr. Schmitz:
This is to confirm our conversation on October 21, 1999, whereby we advised you
that Deloitte & Touche LLP is unable to complete the audit of the consolidated
financial statements of Dynamex, Inc. and subsidiaries (the "Company") as of
July 31, 1999, 1998 (as restated) and 1997 (as restated) and for the years ended
July 31, 1999, July 31, 1998 (as restated) and July 31, 1997 (as restated) by
either October 29, 1999 or November 13, 1999, the statutory due date and
statutory extension date, respectively, for the filing with the Securities and
Exchange Commission, of the Company's Annual Report on Form 10-K for the year
ended July 31, 1999.
Yours truly,
