UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-23315
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CUSIP Number: 693579104
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(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1999
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[ ] 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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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
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
PRT Group Inc
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Full Name of Registrant
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Former Name if Applicable
80 Lamberton Road
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Address of Principal Executive Office (Street and Number)
Windsor, CT 06095
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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 Rules 12b-25(b), the
following should be completed.
(Check box if appropriate)
[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, Form 20-F, 11-K, 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 the Form 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. (ATTACH EXTRA SHEETS IF NEEDED)
Because of a pending material private equity investment in PRT Group, Inc.
("PRT" or the "Company") which is scheduled to close on or about April 12,
2000, the Company will file late its Annual Report on Form 10-K.
On March 17, 2000, the Company issued a press release disclosing its
efforts to reduce administrative overhead costs and a proposal to raise
additional equity capital of between $7.5 million and $10 million dollars;
a copy of the press release is attached hereto.
On March 16, the Company contacted the Nasdaq Stock Market to request, and,
pursuant to our discussions with the Nasdaq, expects to receive within the
next three days, an exemption from the Nasdaq Stock Market pursuant to NASD
Rule 4460 to permit the Company to issue common stock equivalents in excess
of 20% of PRT's outstanding shares in the investment described herein
without shareholder approval. The Company asked for this exemption because
we believe the time required for obtaining shareholder approval would
adversely impact PRT's financial viability.
As disclosed in the March 17 press release, PRT has accepted the proposal
of two existing shareholders of the Company, Tudor Investment Corporation
and The Travelers Indemnity Company, which is designed to allow PRT to
receive an immediate infusion of equity capital.
The proposal provides for between $7.5 and $10 million in working capital
funding in exchange for the private placement of PRT Senior Participating
Convertible Preferred Stock and Warrants. Under the terms of the proposed
transaction, the investors would purchase 7.5 to 10 million shares of the
Company's Senior Participating Convertible Preferred Stock at a price per
share of $1.00, which the preferred stock would be convertible into an
equal number of shares of the Company's common stock, subject to adjustment
under certain circumstances. The Company would further issue to the
investors Warrants to purchase between 3.75 and 5 million shares of common
stock, subject to adjustment under certain circumstances, at an exercise
price of $1.00 per share. The exact number of Warrants issued would equal
to one-half of the number of shares of preferred stock issued.
Upon receipt of the approval of the exemption from the Nasdaq Stock Market,
and in accordance with NASD Rule 4460, the Company will mail to
shareholders a letter describing the investment transaction ten days before
such transaction is closed. In addition, the Company will issue a press
release disclosing the investment at the time the letter is mailed to
shareholders.
As disclosed in the March 17 press release, the Company has also retained
an investment bank, Carter Capital Corporation, to pursue various strategic
alternatives for the Company.
The investment described herein is scheduled to close on or about April 12,
2000. As promptly as practicable thereafter, the Company's Annual Report on
Form 10K will be filed.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard Rosenfeld (914) 345-3800, x109
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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 answer is no, identify report(s).
[X] Yes [ ] No
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(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 of portion thereof?
[ ] Yes [X] 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.
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PRT Group 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
hereunto duly authorized.
Date: March 31, 2000 By: /s/ Richard Rosenfeld
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Richard Rosenfeld
General Counsel
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
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Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
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[LOGO] FOR: PRT Group Inc.
80 Lamberton Rd.
Windsor, CT 06095
FOR IMMEDIATE RELEASE
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CONTACT: Rocco Mitarotonda
Chief Financial Officer
914-345-3800
Michele Katz/
Michael Polyviou/Elric Martinez
Morgen-Walke Associates
212-850-5600
PRT GROUP REDUCES ADMINISTRATIVE WORKFORCE
*PRT GROUP TO RECEIVE ADDITIONAL FINANCING FROM THE TRAVELERS INDEMNITY
COMPANY AND TUDOR INVESTMENTS CORPORATION
Windsor, CT - March 17, 2000 - PRT Group Inc. (Nasdaq: PRTG), an
integration PRT GROUP REDUCES ADMINISTRATIVE WORKFORCE solutions provider,
announced today that it is reducing its administrative workforce by
approximately 33%. The Company also announced that it accepted an offer to
receive up to $10 million in additional equity capital subject to the
negotiation and execution of mutually acceptable documentation.
Based on currently available information, the Company is anticipating
revenue in the first quarter ending March 30, 2000, to be lower than fourth
quarter revenue of $12.4 million. The Company is initiating steps to
further cut costs and minimize negative cash flow. The workforce reduction
will reduce SG&A expenses by approximately 20% from current monthly levels.
"We are taking these actions to reduce our SG&A expense as well as our
bench of non- billable technical resources to an appropriate level for a
Company of our size. As we stated in our fourth quarter press release, the
Company's pipeline of new business opportunities is stronger and more
extensive than ever. While we closed on the contract with Interior Systems,
Inc. to relocate a Bureau of Indian Affairs Data Center and received
several new engagements with existing customers, we remain committed and
are working hard towards making pipeline opportunities come to fruition,"
commented Dan Woodward, Chief Executive Officer.
The Company also announced that The Travelers Indemnity Company and Tudor
Investments Corporation made a proposal to provide between $7.5 million to
$10 million in additional working capital in exchange for the private
placement of Senior Participating Convertible Preferred Stock. Under the
terms of the proposed transaction the investors would purchase between 7.5
million to 10 million shares of the Company's Senior Participating
Convertible Preferred Stock, convertible into an equal number of shares of
the Company's Common Stock, at a price per share of $1.00. The Company
would issue to the investors between 3.75 to 5 million warrants,
convertible into Common Stock, at an exercise price of $1.00 per share. The
Board of Directors approved the proposal and the Company anticipates having
the funds available to it shortly.
At February 29, 2000, the Company had $4.0 million in cash and cash
equivalents. Total current assets are $13.8 million and current liabilities
are $5.8, for a current ratio of 2.4:1.
PRT has also retained Carter Capital Corporation as financial advisor to
assist the Company in analyzing and pursuing strategic alternatives to
maximize shareholders' value, including seeking additional financing, and
other strategic alternatives.
PRT Group Inc. (Nasdaq: PRTG) is an information technology solutions
integrator committed to addressing customer applications development and
management needs, including extending the value of substantial investments
that have been made in legacy applications; supporting customer migration
plans to next-generation eBusiness platforms; and providing staffing and
facility options to address customer IT professional services needs. The
Company focuses on long-term customer relationships as it strives to
provide flexible and evolutionary IT services through the life cycle of its
customers' applications portfolio. PRT leverages its Solutions Centers
Model to provide centralized, comprehensive application services, combining
highly skilled IT professionals, proven quality processes, and knowledge
management systems. Founded in 1989, PRT Group Inc. is headquartered in
Windsor, Conn. For more information visit www.prt.com.
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 about the future
operations and expectations of the Company and contains statements
regarding the Company's beliefs, intentions and expectations about
developments, results and events that will or may occur in the future. Such
forward-looking statements are based on certain assumptions and analyses
made by the Company derived from its experience and perceptions. Actual
results and developments may vary materially from those described, as they
are subject to a number of known and unknown risks and uncertainties. There
is no assurance that the transaction described in this press release will
be consummated by the parties. Such risks and uncertainties include, but
are not limited to, general economic, market and business conditions;
general conditions and competition in the IT industry; the Company's
ability to continue operations in the face of declining working capital;
any hoped for benefits of the actions described in this press release;
concentration of revenues; the Company's ability to attract, develop,
motivate and retain IT personnel who possess the necessary technical skills
and experience; the status of customer orders; demand for the Company's
services; analysis, predictions, the Company's ability to increase the
amount of services rendered to existing clients and develop new clients and
reduce costs of providing services; the ability to anticipate, acquire,
master and exploit new technologies as they develop; failure or inability
to meet a client's expectations in the performance of services giving rise
to claims against the Company and various other factors set forth under the
caption "Factors That May Affect Future Results" in Item 6 of PRT's Annual
Report on Form 10-K for the year ended December 31, 1998.
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