SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 0-21725
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-KSB / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
For Period Ended: March 31, 1999
/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended:
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.
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
Full name of registrant: The Translation Group, Ltd.
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Former name if applicable:
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Address of principal executive office: 30 Washington Avenue
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City, State and Zip Code: Haddonfield, New Jersey 08033
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PART II. RULE 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 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, semi-annual report, transition
report on Form 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th 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 Form 10-KSB, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Registrant engaged its auditors, Wiss & Company, in May 1999 and
consequently only received its audited consolidated financial statements on June
23, 1999 for the fiscal year ended March 31, 1999. The Registrant is in the
process of reviewing these financial statements and anticipates filing its Form
10-KSB within 15 days of the date of this filing.
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PART IV. OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notification
John Toedtman (609) 795 - 8669
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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 preceding 12 months or for such shorter period that the
registrant was required to file such report 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
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.
See Exhibit 99.1
The Translation Group, Ltd.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: June 30, 1999 By /s/ Charles D. Cascio
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Charles D. Cascio
President and Chief Executive Officer
EXHIBIT 99.1
Explanation of Significant Change
As used in the following explanation, words such as "anticipate,"
"expect," "estimate," "believes" and similar expressions are intended to
identify forward-looking statements regarding events and financial trends which
may affect the Registrant's future operating results and financial condition.
Such statements are subject to risks and uncertainties that could cause the
Registrant's actual results and financial condition to differ materially.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date made. The financial results reported
herein are based on management's review of the Registrant's financial records
which have been submitted to its auditors and which are currently being reviewed
by the auditors and the Registrant. Although management believes that these
figures fairly represent the Registrant's financial condition as of March 31,
1999, they are subject to the final audited figures and report of the auditors
to be filed within 15 days of the date hereof as part of the Registrant's Form
10-KSB.
The Registrant anticipates reporting a net loss for its fiscal year
ended March 31, 1999 of $2.1 million compared with a net loss for its fiscal
year ended March 31, 1998 of $14,314. The primary reason for this increased loss
was a 6.3% decrease in revenue from $6.4 million to approximately $6.0 million,
a 14.3% increase from $4.2 million to approximately $4.8 million in costs of
revenue and additional expenses of approximately $1.0 million for the period
ended March 31, 1999. The decrease in revenues for this period was due to
increased competition, the economic downturn in Asia and the Registrant's
transition of its business model from primarily a translation service bureau to
a technology based translation and localization products and services company.
The increase in costs of revenue was due primarily to increased spending on
engineering and production personnel and space in anticipation of increased
business levels which did not materialize. The Registrant also increased its
spending on marketing and advertising and increased the size of its sales and
support staff. The Registrant also incurred additional charges which were the
result of several factors not directly related to current sales but which
management believes were necessary to implement its current business strategy.
These factors included the cost of establishing certain strategic product and
technology development alliances, severance costs related to the departure of
several senior managers, the establishment and subsequent closing of a foreign
branch and increased professional service fees.
Management believes that most of the causes of the significant loss
incurred during the fiscal year ended March 31, 1999 have been eliminated or
their effects reduced. A more complete description of the Registrant's results
of operations and financial condition for its fiscal year ended March 31, 1999
will be presented as part of its Form 10-KSB to be filed within 15 days of the
date of this report.
