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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 000-23353
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 2000
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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
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, 20-F, 11-K or Form
N-SAR, or portion thereof will be filed on or before
[X] 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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
As disclosed in the Form 10-K for Denali Incorporated (the "Company")
for the fiscal year ended July 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-Q for the fiscal quarter ended September 30, 2000 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 November 14, 2000 By /s/ R. KEVIN ANDREWS
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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 quarter ended October 2, 1999 reflected by the
earnings statements to be included in the Form 10-Q for the fiscal quarter ended
September 30, 2000. The Company anticipates that net income of $734,000 for the
fiscal quarter ended October 2, 1999 will decrease to a net loss of
approximately $1,982,000 for the fiscal quarter ended September 30, 2000. The
anticipated decrease is primarily the result of (i) increased interest expense
due to higher interest rates resulting from the Company's default under its
credit facilities, (ii) recognition in the fiscal quarter ended September 30,
2000 of an impairment of approximately $1,038,000 of the carrying amount of
goodwill for one of its European subsidiaries, and (iii) a non-recurring income
amount of approximately $900,000 in the first fiscal quarter of 1999 relating to
the revaluation of the Company's put warrant liability for warrants issued to
holders of the Company's subordinated debt. The results of operations of the
Company for the fiscal quarter ended September 30, 2000 have not been finalized
and amounts referred to herein are estimates, subject to revision.
