<PAGE> 1
<TABLE>
<S> <C>
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
WASHINGTON, D.C. 20549 Expires: May 31, 1997
Estimated average burden
FORM 12B-25 hours per response..............2.50
NOTIFICATION OF LATE FILING SEC FILE NUMBER
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR CUSIP NUMBER
For Period Ended: June 30, 1996
-----------------------
[ ]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: _____________________________________________________________
</TABLE>
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:
- --------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
Waxman Industries, Inc.
- --------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------
Former Name if Applicable
24460 Aurora Road
- --------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Bedford Heights, Ohio 44146
- --------------------------------------------------------------------
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
[ X ] 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. See attached Schedule.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
<PAGE> 2
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael J. Vantusko (216) 439-1830
------------------- ----------- ------------------
(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
- -------------------------------------------------------------------------------
(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 attached Schedule.
- -------------------------------------------------------------------------------
Waxman Industries, 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 September 30, 1996 By /s/ Michael J. Vantusko
------------------------- --------------------------------------
Michael J. Vantusko
Vice President - Finance
and Chief Financial Officer
<PAGE> 3
Schedule to Form 12b-25
-----------------------
As Waxman Industries, Inc. (the "Company") reported in its
Quarterly Report on Form 10-Q for the quarter ended March 30, 1996, it was
continuing its review of the strategic direction of its wholly-owned operations
and expected to record charges in the fourth quarter of fiscal 1996 in
connection with, among other things, the reorientation of such business units.
The Company is in the process of finalizing those charges and in order to ensure
proper disclosure in the Company's Report on Form 10-K for the year ended June
30, 1996 (the "Form 10-K") regarding such charges, the Company will be delayed
in filing the Form 10-K. The Form 10-K could not be filed without unreasonable
effort or expense. The Form 10-K will be filed within the time period required
by Rule 12b-25.
