SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-18054
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, 1996
[ ] 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 information 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: BRAZOS SPORTSWEAR, INC.
Former name if applicable: SUN SPORTSWEAR, INC.
Address of principal executive office (STREET AND NUMBER): 3860 VIRGINA AVENUE
City, State and Zip Code: CINCINNATI, OHIO 45227
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 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 portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if necessary.)
<PAGE>
ON MARCH 14, 1997, THE REGISTRANT COMPLETED A MERGER (THE "MERGER") WITH
BSI HOLDINGS, INC. ("BSI"), CHANGED ITS NAME FROM SUN SPORTSWEAR, INC. TO BRAZOS
SPORTSWEAR, INC., AND REINCORPORATED IN DELAWARE. AS A RESULT OF THE MERGER,
THERE HAS BEEN A TRANSITION OF ACCOUNTING AND FINANCIAL PERSONNEL AND ALL OF THE
CURRENT (POST-MERGER) EXECUTIVE OFFICERS OF THE REGISTRANT WERE FORMERLY
AFFILIATED WITH BSI. ACCORDINGLY, IN ORDER FOR THE REGISTRANT'S CURRENT
MANAGEMENT AND FINANCIAL AND ACCOUNTING PERSONNEL TO OBTAIN, COMPLETE AND VERIFY
THE INFORMATION AND DISCLOSURE FOR THE FORM 10-K, THE REGISTRANT WOULD HAVE TO
INCUR UNREASONABLE EXPENSE AND EFFORT TO FILE THE REPORT WITHIN THE PRESCRIBED
TIME PERIOD.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
F. CLAYTON CHAMBERS (513) 561-5446
(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 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
for 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(1) [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
(1) The registrant's income before taxes is anticipated to be substantially
unchanged; however, the registrant's reported net income will be adversely
impacted by the reduction in the income tax benefit in the prior period of
approximately $1.9 million.
BRAZOS SPORTSWEAR, INC.
(Name of registrant as specified in its charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: MARCH 28, 1997 By: /S/ F. CLAYTON CHAMBERS
F. Clayton Chambers, Vice
President and Chief Financial
Officer
