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SEC FILE NUMBER: 0-8513
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CUSIP NUMBER: 163082-60-5
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: January 31, 1999
[_] 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 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:
PART I
REGISTRANT INFORMATION
CHEFS INTERNATIONAL, INC.
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Full Name of Registrant
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Former Name if Applicable
62 Broadway
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Address of Principal Executive Office (Street and Number)
Point Pleasant Beach, New Jersey 08742
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City, State and Zip Code
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 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 report | on Form
10-K, Form 20-F, Form 11-K or Form N-SAR, or portion
[X] | 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.
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
See Attached
(Attach Extra Sheets If Needed)
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Roger Tolins (212) 421-1965
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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 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 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?
[_] 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.
CHEFS INTERNATIONAL, 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 April 28, 1999 By /s/ Anthony Papalia
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Anthony Papalia, President and Chief
Executive Officer
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 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 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.
(Form 12b-25-07/98)
<PAGE>
CHEFS INTERNATIONAL, INC.
Form 12b-25
PART III - NARRATIVE
The Registrant's Annual Report on Form 10-KSB for the year ended January
31, 1999 is due on May 3, 1999. In March 1999, the Registrant was advised that
in the opinion of the staff of the Securities and Exchange Commission, the
existence of a relationship between a member of the Registrant's auditing firm,
Moore Stephens P.C. ("Moore Stephens") and an entity which held a direct or
indirect interest in the Registrant's securities adversely impacted Moore
Stephens' independence with respect to the Registrant. As a result, on April 1,
1999, the Registrant engaged the firm of Edward Isaacs & Company LLP to serve as
its principal independent accounting firm to audit its financial statements for
the year ended January 31, 1999 and if necessary, to reaudit its financial
statements for the year ended January 25, 1998.
Because of the fact that the new auditors were not retained to audit the
financial statements required for the Annual Report on Form 10-KSB for the year
ended January 31, 1999 until April 1, 1999, the audited financial statements
required for such annual report as well as the text incorporating such financial
information could not be prepared in time to permit a timely filing by May 3,
1999. As a result, the Registrant is filing this Notification of Late Filing and
expects to file this annual report on or before the fifteenth calendar day
following the prescribed due date.
