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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-21335
Washington, D.C. 20549
Cusip Number
366033108
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K
[ ]Form 10-Q and Form 10-QSB [ ]Form N-SAR
For Period Ended: December 31, 1998
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[ ] 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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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I, Item 1, Part II, Items 6, 7 and 8; Part IV, Item 14(a), and Exhibit
23.1 (Consent of Ernst & Young LLP), Exhibit 23.2 (Consent of BDO Seidman,
LLP) and Exhibit 27.1 (Financial Data Schedule) of Item 14(c)
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
GARGOYLES, INC.
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Address of Principal Executive Office (Street and Number)
5866 South 194th Street
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City, State and Zip Code
Kent, Washington 98032
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PART II - RULES 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), the
following should be completed. (Check appropriate box)
[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, on Form 10-K, or portion thereof, will
be filed on or before the fifteenth 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:
The information required by Item 1 of Part I, Items 6, 7 and 8 of Part
II and Item 14(a) of Part IV of Form 10-K, Exhibit 23.1 (Consent of Ernst &
Young LLP), Exhibit 23.2 (Consent of BDO Seidman, LLP) and Exhibit 27
(Financial Data Schedule) of Item 14(c) have not been filed with the
registrant's report on Form 10-K for the year ended December 31, 1998 (the
"1998 10-K"). Registrant is unable to file this information without
unreasonable effort and expense for the reasons set forth below.
In 1998, the registrant changed its independent auditors. In 1998,
the registrant also has been engaged in ongoing efforts to secure needed
equity capital. Due to the registrant's cash constraints the registrant
was unable to engage its new auditors to audit its 1998 financial
statements until February 23, 1998, and its new auditors did not have
access to the work papers of its old auditors, until March 23, 1999. This
delay has precluded the registrant's new auditors from timely completing
the audit of the financial statements to be included in the Annual Report
on Form 10-K. Until the audit of the registrant's financial statements has
been completed, the registrant lacks a reasonable basis for describing
various of the details of the registrant's business and operations, nor can
the financial statements and related Management's Discussion and Analysis
thereof be appropriately finalized and included in the Annual Report on
Form 10-K.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Name: Cynthia Pope, Vice President, General Counsel and Corporate
Secretary Telephone Number: (253) 796-2752 ext. 3404
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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). [ 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
Gargoyles, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 30, 1999 By: /s/ LEO ROSENBERGER
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Leo Rosenberger, Chief Executive Officer
Exhibit 1 Letter dated March 30, 1999, from BDO Seidman,LLP to
Securities and Exchange Commission
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Exhibit 1
March 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities and Exchange Act of 1934 and in satisfaction of item (c) of
Part II of Form 12b-25.
We are the independent auditors of Gargoyles, Inc. (the "Registrant"). The
Registrant has stated in Part III of its filing on Form 12b-25 that it is
unable to timely file, without unreasonable effort or expense, its Annual
Report on Form 10-K for the year ended December 31, 1998 because our Firm has
not yet completed our audit of the financial statements of the Registrant for
the year ended December 31, 1998 and is therefore unable to furnish the
required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion on a timely filing as we were not
provided access to the predecessor auditor's working papers until March 23,
1999 and, as a result, have not yet had sufficient time to complete the
auditing procedures which we consider necessary in the circumstances.
Very truly yours,
BDO Seidman, LLP
