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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION -----------------
WASHINGTON, D.C. 20549 COMMISSION FILE
NUMBER
FORM 12b-25 333-82713
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NOTIFICATION OF LATE FILING
(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR
For Period Ended: July 2, 2000
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/ / 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:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THE COMMISSION HAS VERIFIED
ANY INFORMATION CONTAINED HEREIN.
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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: Cherokee International, LLC
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Former Name if Applicable: NA
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Address of Principal Executive Office (STREET AND NUMBER): 2841 Dow Avenue
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City, State and Zip Code: Tustin, CA 92780
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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)
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/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, 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. (ATTACH EXTRA SHEETS IF NEEDED)
On June 15, 2000 the Registrant completed a significant acquisition of a
foreign company ("ITS"), which is based in Belgium and has multinational
operations. In early July 2000, ITS's statutory auditor, Arthur Andersen
("AA"), determined that its audit opinion rendered on the 1998 and 1999
financial statements of ITS, which are required to be included in the
Registrant's 8-K to be filed later this month, would not be considered
"independent" by the SEC due to certain non-audit services performed by AA
for ITS in 1999. As a result, the Registrant engaged Deloitte & Touche to
re-audit the 1998 and 1999 financial statements of ITS as adjusted to conform
to U.S. GAAP.
This re-audit requirement, combined with the previously scheduled plant
shut-down of ITS during the last two weeks of July, has consumed the
Registrant's financial and accounting personnel and delayed the preparation of
consolidated interim financial statements of the Registrant.
For the reasons set forth above, the Company's inability to file timely its
Quarterly Report on Form 10-Q for the Quarter ended July 2, 2000 could not be
eliminated by the Company without unreasonable efforts or expense. The
Company intends to file the subject Quarterly Report on Form 10-Q no later
than the fifth calendar day after the prescribed due date of the report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
R. Van Ness Holland, Jr. (714) 544-6665
(Name) (Area Code) (Telephone)
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(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? / / Yes /X/ 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.
Cherokee International, LLC
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 16, 2000 By /s/ R. Van Ness Holland, Jr.
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R. Van Ness Holland, Jr.
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