<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-21044
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: DECEMBER 31, 1998
------------------------------------------------------
[ ]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:
Item 6. Selected Financial Data; Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations; Item 8. Financial
Statements and Supplementary Data; Item 14(a)(1), List of Financial Statements,
Item 14(a)(2) List of Financial Statement Schedules; Exhibits 11.1, 23.1 and
27.1.
PART I
REGISTRANT INFORMATION
Full name of registrant UNIVERSAL ELECTRONICS INC.
---------------------------------------------------------
Former name if applicable
- --------------------------------------------------------------------------------
Address of principal executive office (STREET AND NUMBER)
6101 GATEWAY DRIVE
- --------------------------------------------------------------------------------
City, state and zip code CYPRESS, CALIFORNIA 90630
--------------------------------------------------------
<PAGE> 2
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 box if appropriate.)
(a) The reasons described in reasonable detail in Part II 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, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
[X] 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-K, 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.)
In the final stages of the Company's audit of its 1998 financial
statements, an issue came to the auditor's attention which it has been unable to
address with the appropriate management personnel of the Company. The issue
relates to the classification of certain costs and expenses in the Company's
income statement. The auditors requested additional information supporting the
Company's presentation. The Company believes that once it has an opportunity to
compile the requested documentation it will be able to support its presentation
and answer the auditor's questions. However, the compilation of this supporting
documentation has taken the Company more time than originally estimated.
Therefore, pursuant to Rule 12b-25(e)(1), on March 31, 1999, the Company filed
the balance of the information in the Form 10-K not impacted by the information
which is the subject of the auditor's continued review.
The Company advises the Commission that the compilation of the requested
information, which would allow the timely filing of the complete Form 10-K for
the year ended December 31, 1998, would have required the Company expend
unreasonable effort or expense. The Company undertakes, pursuant to Rule
12b-25(b)(2), to file the remaining portions of its Form 10-K no later than the
15th calendar day following the prescribed due date.
2
<PAGE> 3
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
PAUL D. ARLING (714) 820-1000
- --------------------------------------------------------------------------------
(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
(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.
UNIVERSAL ELECTRONICS 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 APRIL 1, 1999 By /S/ RICHARD A. FIREHAMMER, JR.
---------------- ------------------------------
Richard A. Firehammer, Jr.
Senior Vice President, General Counsel and Secretary
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
Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).
3
<PAGE> 4
EXHIBIT INDEX
-------------
EXHIBIT DOCUMENT PAGE
- ------- -------- ----
A 12b-25(c) Statement of PricewaterhouseCoopers LLP 5
4
<PAGE> 1
Exhibit A
PRICEWATERHOUSECOOPERS [LOGO]
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP
575 Anton Boulevard
Suite 1100
P.O. Box 5041
Costa Mesa CA 92628-5041
Telephone (714)435 8600
Facsimile (714)557 7022
April 1, 1999
Mr. Richard Firehammer
Universal Electronics Inc.
8190 Carrington Place
Bainbridge Township, OH 44023
Dear Mr. Firehammer:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated April 1, 1999.
We are in agreement with the comments under Part III of the Form with respect to
the reasons why we are unable to furnish our report on the financial statements
of Universal Electronics Inc. on or before the date the Form 10-K of Universal
Electronics Inc. for the year ended December 31, 1998 is required to be filed.
Yours very truly,
/s/PricewaterhouseCoopers LLP
5
