U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER:
1-2782
(Check One): CUSIP NUMBER:
826 619
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: September 30, 2000
[ ] 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: N/A
--------------------------------------------------------------------------------
Read Attached Instruction Sheet 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:
All of the Registrant's Quarterly Report on Form 10-Q
--------------------------------------------------------------------------------
Part I- Registrant Information
--------------------------------------------------------------------------------
Full Name of Registrant Signal Apparel Company, Inc.
Former Name if Applicable N/A
..........................................................
Address of Principal Executive Office (Street and Number)
34 Englehard Avenue
City, State and Zip Code
Avenel, New Jersey 07001
<PAGE>
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)
/X/ (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 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. N/A
--------------------------------------------------------------------------------
Part III- Narrative
--------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSP, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
As previously disclosed, Signal Apparel Company, Inc. and certain of its
subsidiaries (collectively, the "Company") filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court
for the Southern District of New York on September 22, 2000. The Company's
Chapter 11 bankruptcy is proceeding as Case No. 00 B 14462 in the U.S.
Bankruptcy Court for the Southern District of New York. On November 2, 2000, the
Company further announced that it had been unable to secure a buyer for
substantially all of its business on a going concern basis and was taking steps
to liquidate its assets in an effort to maximize value, and further stating that
the Company had secured limited debtor-in-possession financing (approved by the
Bankruptcy Court) for salaries and other expenses incurred during the
liquidation process.
The Company will not file its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000 (the "Form 10-Q") with the Securities and Exchange
Commission (the "Commission") on a timely basis. Since the Company's bankruptcy
petitions were filed on September 22, 2000, the Company has substantially ceased
business operations other than those activities in connection with the
liquidation of its assets. The Company also has experienced a significant
reduction in the personnel who are critical to the preparation of the Company's
financial statements and the information required in the Form 10-Q, and its
remaining accounting and financial staff (limited to the Chief Financial Officer
and one senior accountant and one junior accountant) have
<PAGE>
been required to dedicate substantial amounts of time to the bankruptcy process
and related tasks. These tasks have included preparing Company schedules,
statements of financial affairs and list of equity holders which must be filed
and periodically updated with the Bankruptcy Court, and responding to various
requests for information from interested parties in the bankruptcy case. In
addition, the review by the Company's independent public accountants of the
interim financial statements to be included in the Form 10-Q will not be
possible because the debtor-in-possession financing approved by the Bankruptcy
Court does not include sufficient funds to pay for such services. As a result of
the increased burdens on, and changes in, the Company's accounting and financial
staff, as well as the Company's inability to obtain a review by its independent
public accountants, the Company is not able to prepare and properly review the
report within the time prescribed and therefor is unable to timely file the Form
10-Q without unreasonable effort or expense.
--------------------------------------------------------------------------------
Part IV- Other Information
--------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification:
Steven R. Barrett, Registrant's counsel (423) 265-8881
(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 or
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.
The Company expects that the results of operations for the quarter ended
September 30, 2000 will show a significant decline from the corresponding
quarter for the last fiscal year. The Company is unable to make a reasonable
estimate of the results at this time because it is completing its analysis of
the appropriate charges to be reflected in its results of operations for the
quarter ended September 30, 2000 as a result of filing for bankruptcy protection
and related matters, including the substantial cessation of its operations other
than the liquidation of its assets. Until this process is complete, the Company
cannot provide an estimate of the results of operations for the quarter ended
September 30, 2000.
<PAGE>
Signal Apparel Company, Inc.
................................................................................
(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 15, 2000
/s/ Robert J. Powell
By ................................................
Robert J. Powell
Vice President, General Counsel and Secretary
INSTRUCTIONS: 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 and 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 the 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 the 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 (ss. 232.201 or ss. 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.
232.13(b) of this chapter).
