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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 000-23353
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: July 1, 2000
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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.
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
Full name of registrant Denali Incorporated
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Former name if applicable N/A
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Address of principal executive office (street and number)
1360 Post Oak Blvd., Suite 2250
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City, state and zip code Houston, Texas 77056
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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, 20-F, 11-K or Form N-SAR, or portion thereof will be
[X] | 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.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F,
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.)
As disclosed in the Form 10-Q for Denali Incorporated (the "Company") for
the quarter ended April 1, 2000, the Company is engaged in negotiations with a
private equity fund whereby the fund proposes to invest in excess of $20 million
in the Company. Due to the Company's recent operating losses and significantly
decreased cash flow from operations, the Company's liquidity has reached
extremely low levels. Management believes that the investment by the private
equity fund, if completed, will resolve the Company's liquidity problems. Since
the Company's corporate staff has devoted substantially all of its resources to
the proposed financing, the Company has not been able to complete the Form 10-K
for the 2000 fiscal year on a timely basis.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
R. Kevin Andrews (713) 627-0933
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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.
SEE ATTACHMENT "A"
Denali Incorporated
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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 September 29, 2000 By /s/ R. Kevin Andrews
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R. Kevin Andrews,
Chief Financial Officer
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
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ATTACHMENT "A"
The Company anticipates that there will be a significant change in results of
operations from its fiscal year ended July 3, 1999 reflected by the earnings
statements to be included in the Form 10-K for the fiscal year ended July 1,
2000. The Company anticipates that net income of $4.1 million for the fiscal
year ended July 3, 1999 will decrease to a net loss of approximately $9 million
for the fiscal year ended July 1, 2000. The anticipated decrease is primarily
the result of (i) a decrease in revenues attributable to the Company's storage
tank business due to a decrease in demand associated with the expiration of the
EPA mandated deadline for the replacement of underground storage tanks that did
not meet EPA requirements, (ii) decreased operating margins in the Company's
engineered products business, (iii) an increase in interest expense due to
borrowings incurred to finance the acquisition of Welna, N.V., and (iv)
restructuring charges attributable to workforce reductions and other costs
related to a plant closure. The results of operations of the Company for the
fiscal year ended July 1, 2000 have not been finalized and amounts referred to
herein are estimates, subject to revision.
