CHEFS INTERNATIONAL INC
NT 10-K/A, 1996-04-24
EATING PLACES
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                    U.S SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                         NOTIFICATION OF LATE FILING

                                  FORM 12b-25

Sec. File Number            0-8513              Cusip Number   163082-10-0

                                  [Check One]
    [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ]Form 10-Q[ ] Form N-SAR


                  For the Period Ended:          January 28, 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_____________________________
           Read Instructions [on back page] Before Preparing Form.
                             Please Print or Type
  Nothing in this form shall be constructed 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
Full Name of Registrant  CHEFS INTERNATIONAL, INC.
Former Name if Applicable
Address of Principal Executive Office [Street and Number]
62 BROADWAY
City,  State and Zip Code POINT PLEASANT BEACH, NEW JERSEY 08742 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 expenses;
[ X ] [b] The subject  annual  report,  semi-annual  report,  transition
          report on Form 10-K,  Form 2-F,  Form  11-K,  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.


<PAGE>


PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q
or N-SAR, or the transition report or portion thereof, could not be filed within
the  prescribed  time period  [Attach  Extra  Sheet if  Needed].  The Company is
implementing  a new  accounting  pronouncement  and needs time to  finalize  the
accounting for this pronouncement. PART IV - OTHER INFORMATION
      [1]  Name and telephone number of person to contact in regard to this 
           notification

                         Anthony Papalia                 908 295-0350
                     [Name]                   [Area Code]        [Telephone No.]

      [2] Have all other periodic  reports required under Section 13 or 15[d] of
          the  Securities  and  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
          reports] been filed? If answer is no, identify[ X ] Ye[ ] 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.
                          CHEFS INTERNATIONAL, 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            April 22,1996             By:_______________________________
                                 Anthony Papalia

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 Violation [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 amendment notification.


<PAGE>


                           CHEFS INTERNATIONAL, INC.


PART IV (3) EXPLANATION


                                         [Rounded]

                                    Twelve months ended
                                   January 28,  January 29,
                                   * 1 9 9 6      1 9 9 5

Sales - Net                       $31,300,000    $31,900,000

Net [Loss]                        $(2,200,000)   $  (257,000)

* Estimated

While net sales  remained  unchanged for the year ending  January 28, 1996,  the
Company  experienced  an increase  in its  estimated  net loss of  approximately
$2,000,000.  This estimated net loss is primarily attributable to the write-down
of intangible  assets,  in conjunction  with the early adoption of SFAS No. 121,
"Accounting for Impairment of Long-Lived Assets and for Long- Lived Assets to be
Disposed Of."


<PAGE>


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