U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0001020017
CUSIP NUMBER: 019892108
(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
[ ] 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:
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 ALLSTAR SYSTEMS, INC.
Former Name if Applicable NOT APPLICABLE
Address of Principal Executive Office (Street and Number) 6401 SOUTHWEST FREEWAY
City, State and Zip Code HOUSTON, TEXAS 77074
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 Rule 12b-25(b) [ 23,047], the
following should be completed. (Check box if appropriate)
(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 [Amended in Release No.
34-26589 ( 72,435), effective April 12, 1989, 54 F.R. 10306.]
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
Part III--Narrative
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. (Attach Extra Sheets if
Needed)
Response:
In 1998 the Registrant adopted SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information ("SFAS No. 131"). Pursuant to SFAS No. 131
the Registrant is required to, and will, report segment data and restate prior
period data in the financial statements included in its Form 10-K for the fiscal
year ended December 31, 1998 (the "Form 10-K"). Due to the Registrant's adoption
of SFAS No. 131, and the complexity associated therewith, the Registrant has not
been able to compile the requisite financial data and other information
necessary to enable it to complete and file the Form 10-K by March 31, 1998, the
required filing date, without unreasonable effort and expense.
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
JAMES H. LONG (713) 795-2000 .
(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? [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.
Response: The Registrant anticipates that revenue for the fiscal year ended
December 31, 1998 will be approximately $167.0 million, an increase of
approximately $38.0 million from the previous fiscal year. However, the
Registrant anticipates that it will incur a net loss of approximately $1,098,000
for the fiscal year ended December 31, 1998. This net loss is primarily
attributable to certain charges to pre-tax net income, including, but not
limited to, an inventory write-down and increase in reserves against vendor
accounts receivable.
ALLSTAR SYSTEMS, 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 MARCH 31, 1999 By /s/ James H. Long
------------------- James H. Long, President and CEO
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).
<PAGE>
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 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 ((0)232.201 or (0)232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T ((0)232.13(b) of this chapter). [Added in
Release No. 34-31905 ( 85,111), effective April 26, 1993, 58 FR 14628;
and Release No. 34-35113 ( 85,475), effective January 30, 1995, 59 F.R.
67752.]
