TRANSACT INTERNATIONAL INC
NT 10-K, 1999-07-30
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                                 Commission File Number  0-8422
                                                                        --------
(Check one)

[X] Form 10-K and Form 10-KSB   [ ] Form 11-K

[ ] Form 20-F   [ ] Form 10-Q and Form 10-QSB   [ ] Form N-SAR

For period ended     April 30, 1999
                 ---------------------------------------------------------------

[ ] Transition Report on Form 10-K and Form 10-KSB

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q and Form 10-QSB

[ ] 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:  INDEPENDENT AUDITORS' REPORT
                                               ---------------------------------

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant       TRANSACT INTERNATIONAL INC.
                        --------------------------------------------------------
Former name if applicable
                          ------------------------------------------------------
Address of principal executive office (Street and number)   22 THORNDAL CIRCLE
                                                          ----------------------
City, state and zip code  DARIEN, CT 06820
                         -------------------------------------------------------

                                       1
<PAGE>

                                     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 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,  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,  10-QSB, 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,  10-KSB,  11-K,
20-F, 10-Q, 10-QSB,  N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)

TRANSACT INTERNATIONAL INC. CONTRACTED WITH OUR AUDITORS TO PERFORM AN AUDIT AND
GIVE  THEIR  INDEPENDENT  AUDITORS'  REPORT AT A COST OF  $18,000.  AT THIS TIME
TRANSACT  HAS ONLY  BEEN ABLE TO PAY THE  AUDITING  FIRM A  PARTIAL  PAYMENT  OF
$6,000. DUE TO THE FINANCIAL DIFFICULTIES THAT TRANSACT IS EXPERIENCING THEY ARE
UNABLE TO PAY THE AUDITING FIRM THE REMAINING  BALANCE DUE TO THEM AT THIS TIME,
THEREFORE THE AUDITING FIRM HAS NOT GIVEN TRANSACT THEIR  INDEPENDENT  AUDITORS'
REPORT  TO  INCLUDE  IN OUR  10-KSB  FOR THE YEAR  ENDING  APRIL 30,  1999.  THE
INDEPENDENT AUDITORS' REPORT WILL BE OBTAINED AS SOON AS TRANSACT IS ABLE TO PAY
THE REMAINING BALANCE DUE TO THE AUDITING FIRM.

                                     PART IV
                                OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification.

          BRUNO S. FRASSETTO                             (203) 656-0777
          ----------------------------------------------------------------------
               (Name)                             (Area Code) (Telephone Number)

     (2)  Have all other periodic  reports required under Section 13 or 15(d) or
          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).
                                                                 Yes [X]  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 [ ]  No [X]

     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.

                           TRANSACT INTERNATIONAL INC.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

     Has caused this  notification to be signed on its behalf by the undersigned
"hereunto duly authorized".

Date  July 30, 1999                      By /S/ Bruno S. Frassetto
      -------------                         ------------------------------------

                                       2
<PAGE>

     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).

                              GENERAL INSTRUCTIONS
     1.  This  form  is  required  by  Rule  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,  DC 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.

                                       3


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