SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-21739
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NOTIFICATION OF LATE FILING
(Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: June 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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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:
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PART I
REGISTRANT INFORMATION
Full name of registrant: EUROPEAN MICRO HOLDINGS, INC.
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Former name if applicable: N/A
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Address of principal executive office (Street and number):
6073 N.W. 167TH STREET, UNIT C-25
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City, state and zip code: MIAMI, FLORIDA 33015
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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 appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (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 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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FORM 12b-25
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Management has devoted a significant amount of time and resources to
negotiating the terms of a credit facility with SouthTrust Bank. This credit
facility would replace the Company's existing credit facility with SouthTrust
Bank. As a result of this development, the Company respectfully requests an
extension for up to 15 calendar days to prepare and finalize its financial
statements for the fiscal year ended June 30, 2000.
PART IV
OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification:
Frank Cruz (305) 825-5565
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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
Registrant 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.
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<PAGE>
FORM 12b-25
EUROPEAN MICRO HOLDINGS, 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
thereunto duly authorized.
Date: September 28, 2000 By: /s/ John B. Gallagher
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John B. Gallagher, C0-President
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 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four confirmed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 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 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 or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
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FORM 12b-25
ATTACHMENT
(CHANGES IN RESULTS OF OPERATIONS)
The Company expects to report a net loss of between approximately
$3.0 million and $3.5 million in the fiscal year ended June 30, 2000, compared
to net income of $0.9 million in the fiscal year ended June 30, 1999. This net
loss was primarily attributable to a decline of approximately $2.2 million in
the Company's gross profit (excluding the gross profit attributable to American
Micro Computer Center) and an increase in operating expenses, including
approximately $0.8 million of legal fees incurred in connection with a lawsuit
involving Big Blue Europe and approximately $1.2 million of expenses incurred in
preparing an evaluation and feasibility study for and initial development of the
Company's proposed business-to-business electronic commerce project. The lower
gross profit and higher expenses were partially offset by the $0.4 million of
net income attributable to American Micro Computer Center.
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