WILLCOX & GIBBS INC /DE
NT 10-Q, 1999-05-18
INDUSTRIAL MACHINERY & EQUIPMENT
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                                                            SEC FILE NUMBER
                                                               333-24507
                                                             CUSIP NUMBER

                                       UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C.  20549

                                        FORM 12b-25

                                NOTIFICATION OF LATE FILING

(Check One): | |Form 10-K | |Form 20-F | |Form 11-K |X|Form 10-Q | |Form N-SAR

            For Period Ended: March 31, 1999
            [ ] 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:___________________________________

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Read  Instruction (on back page)  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.  has  verified  any  information
contained herein.
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

Willcox & Gibbs, Inc.
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Full Name of Registrant

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Former Name if Applicable

900 Milik Street
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Address of Principal Executive Office (Street and Number)

Carteret, NJ 07008
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City, State and Zip Code

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), 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 of 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 Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

<PAGE>

The Company filed under Chapter 11 of the Bankruptcy Code on April 20, 1999.
It has not yet filed its Annual Report on Form 10-K for 1998 due to the
devotion of management resources to matters relating to such filing.  The
Company expects to file such Form 10-K report soon and will file the Form 10-Q
for the first quarter of 1999 as promptly as possible thereafter.

PART IV - OTHER INFORMATION

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

                John K. Ziegler              732                 541-6255
     ---------------------------------   ------------    -----------------------
                   (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 answer is no,
     identify report(s).  Form 10-K for 1998.                    | | 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?                                                    |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.

     The Company  expects a net loss of  approximately  $6 million for the first
     quarter of 1999, due principally to lower sales and to expenses relating to
     the restructuring of the Company's capitalization.

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                             WILLCOX & GIBBS, 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    May 17, 1999                   By /s/ John K. Ziegler, Jr.
    ______________________________     _______________________________________
                                         John K. Ziegler, Jr.,Vice President

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 (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  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.

<PAGE>

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  (Section  232.201 or Section  232.202 of this
     chapter) or apply for an  adjustment  in filing date pursuant to Rule 13(b)
     of Regulation S-T (Section 232.13(b) of this chapter).



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