UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission file number: 0-28560
(Mark One)
[X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For the fiscal year ended March 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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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:
All portions of Annual Report on Form 10-KSB.
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PART I - REGISTRANT INFORMATION
Research Engineers, Inc.
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Full Name of Registrant
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Former Name if Applicable
22700 Savi Ranch Parkway
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Address of Principal Executive Office (Street and Number)
Yorba Linda, CA 92887
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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 or expense
and the registrant seeks relief pursuant to Rules 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 the reasons why Forms 10-K, 11-K, 10-Q, N-SAR
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
Research Engineers, Inc. (the "Company") completed the acquisitions of R-Cube
Technologies, Inc. and PacSoft Incorporated in the fourth quarter of the fiscal
year ended March 31, 1999. Following the acquisitions, the Company (i) has had
to integrate the Company's operations and accounting functions with those of the
acquired companies and (ii) replaced key accounting personnel. As a result, the
Company cannot completely finalize its audited financial statements for the
fiscal year ended March 31, 1999 without unreasonable effort and expense in the
prescribed time for filing the Company's Annual Report on Form 10-KSB for
such fiscal year. The Company is in the process of finalizing such
financial statements as promptly as possible and intends to file its Annual
Report on Form 10-KSB within the fifteen-day extension period required by
this Form 12b-25 notice.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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<S> <C> <C>
Wayne Blair (714) 974-2500
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(Name) (Area Code) (Telephone)
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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 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.
Research Engineers, 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
hereunto duly authorized.
Date June 30, 1999 By /s/ WAYNE BLAIR
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Wayne Blair, 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.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 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 Regulation 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 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 or apply for an adjustment in filing date
pursuant to Rule 13 (b) of Regulation S-T.
