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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +--------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| May 31, 1997 |
NOTIFICATION OF LATE FILING | Estimated |
|average burden|
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[ ] Form 10-Q [ ] Form N-SAR |response..2.50|
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For Period Ended: December 31, 1997 +--------------+
----------------- | SEC File No. |
[ ] 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 | CUSIP No. |
| 25063WAC4 |
| 25063TAA5 |
For the Transition Period Ended: ____________________________ +--------------+
[ 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.
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
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Full Name of Registrant Details Capital Corp. and its wholly-owned subsidiary,
Details, Inc. (together, the "Company")
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
1231 Simon Circle
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City, State and Zip Code
Anaheim, CA 92806
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
[X] | 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. See Exhibit 99-1
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.
The Company is unable to file its Form 10-K within the prescribed time period
due to the Company's acquisition of Colorado Springs Circuits Inc. d/b/a NTI
("NTI") on December 22, 1997. The Company was unable to obtain timely and
complete financial statements for NTI which has resulted in a delay in the
completion of the final purchase balance sheet and integration of NTI's
financial statements into the Company's consolidated financial statements for
1997. This delay could not be remedied without unreasonable effort and expense.
Please see the letter dated March 30, 1998 from Price Waterhouse LLP attached
as Exhibit 99-1 hereto.
(Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Joseph P. Gisch 714 630-4077
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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 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 to incur a net loss of $17.9 million in 1997 compared
to net income of $12.4 million in 1996, due primarily to an increase in stock
based compensation and related bonuses and increased interest expense in
connection with the recapitalization of the Company in 1997. These increases
have been previously disclosed in the Details Capital Corp., Registration
Statement on Form S-4 (File No. 333-41187) and in the Details, Inc. Registration
Statement on Form S-4 (File No. 333-41211).
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Details Capital Corp.,
Details, 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 30, 1998 By /s/ Joseph P. Gisch
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Joseph P. Gisch
Vice President and Chief
Financial Officer (principal
financial and accounting officer)
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.
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 ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
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EXHIBIT 99.1
[PRICE WATERHOUSE LETTERHEAD APPEARS HERE]
March 30, 1998
Mr. Joseph P. Gisch
Chief Financial Officer
Details Capital Corp.
Details, Inc.
1231 Simon Circle
Anaheim, CA 92806
Dear Mr. Gisch:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated March 30, 1998.
We are in agreement with the comments under Part III of the Form with respect to
the reasons why we are unable to furnish our report on the financial statements
of Details Capital Corp. and Details, Inc. on or before the date the Form 10-K
of Details Capital Corp. and Details, Inc. for the year ended December 31, 1997
is required to be filed.
Very truly yours,
/s/ Price Waterhouse LLP
Price Waterhouse LLP
