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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER
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NOTIFICATION OF LATE FILING
(Check One): /x/ Form 10-K // Form 11-K /x/ Form 20-F / /Form 10-Q
/ / Form N-SAR
For Period Ended: December 31, 1997
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/ / 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:
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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: Not applicable
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PART I
REGISTRANT INFORMATION
Full name of registrant: International Wireless Communications Holdings, Inc.
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Former name if applicable:
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Address of principal executive office: 400 S. El Camino Real, Suite 1275
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City, State and Zip Code: San Mateo, California 94402
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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-K, 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
filled on or before the fifth 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
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.)
The Company is currently awaiting the necessary financial
information relating to the results of operations of a significant
subsidiary. Such subsidiary is a minority owned foreign investee and
is accounted for using the equity method. The Company was unable to
obtain this information without unreasonable effort and expense. The
information is expected to become available within the time permitted
under Form 12b-25. The Company anticipates filing the 10-K report
within the period specified by this regulation.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Keith D. Taylor (650) 548-0808
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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 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.
International Wireless Communications Holdings, 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
thereunto duly authorized.
Date March 31, 1998 By: /s/ Keith D. Taylor
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Keith D. Taylor
Controller and Chief Accounting
Officer
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
ATTACHMENT TO PART II (c)
March 31, 1998
International Wireless Communications Holdings, Inc.
400 S. El Camino Real, Suite 1275
San Mateo, California
94402
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities and Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by International Wireless Communications
Holdings, Inc. on March 31, 1998, which contains notification of the
Registrant's inability to file its Form 10-K by March 31, 1998. We have read
the Company's statements contained in Part III therein and we agree with the
stated reasons as to why we have been unable to complete our audit and report on
the financial statements for the year ended December 31, 1997, to be included in
Form 10-K.
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Mountain View, California
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
ATTACHMENT TO PART IV -- NARRATIVE
NARRATIVE:
The Company anticipates that its statement of operations will reflect a
significantly higher net loss for 1997 compared to 1996. The increase in net
loss is attributable to several factors. The Company's foreign equity investees
had significantly larger losses from operations with a resultant increase in the
Company's equity losses of affiliates approximating $30,000,000; the Company
recorded approximately $24,000,000 in respect of impairment in value of
long-term assets, net interest expense increased approximately $21,000,000 as a
result of a full year's accrual of interest on the senior discount notes issued
in August 1996 and the Pakistan Notes issued in August 1997; and general and
administrative expenses increased approximately $14,000,000 due to an overall
growth in the Company's consolidated operating entities and its general
corporate office expenses.
