U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-6485
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 20-F
[ ] Form 11-K [ ] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: Fiscal Year Ended June 30, 1996
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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:
Part I--Registrant Information
Full name of registrant ACTION INDUSTRIES, INC.
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Former name if applicable
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Address of principal executive office (Street and number)
460 NIXON ROAD
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City, State and Zip Code CHESWICK, PENNSYLVANIA 15024
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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.)
[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.
Part III--Narrative
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, or N-SAR or the
transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant is engaged in the final stage of negotiations of two
material contracts which will have a significant impact on the
presentation in its Form 10-K of the balance sheet and statements
of operations for the year ended June 30, 1996.
On September 4, 1996 the Registrant announced that it had entered
into a nonbinding letter of intent to sell the inventory and
intellectual property related to its Replenishment business, and,
subject to the approval of the Registrant's shareholders, to sell
the inventory and intellectual property related to its Promotional
business. Upon completion of these transactions, substantially all
of the Registrant's current operating assets will have been sold.
The Registrant expects to complete a binding definitive agreement
with respect to this transaction in the next week to ten days, and
promptly thereafter to complete the sale of the Replenishment
assets. Upon completion of the agreement, financial statements and
disclosures required for the Form 10-K and for the Proxy Statement
soliciting shareholder approval of the sale can be completed in a
manner which is informative to the readers.
Also, the Registrant expects to complete a new lease on its
headquarters facility in the next week to ten days. The new lease
will obligate the registrant for rent of approximately $100,000 per
year for a five year period under an operating lease, and will
relieve the Registrant of a previously reported capitalized lease
obligation for the facility ($7million obligation on property with
an approximate book value of $3.6 million as reported in the
Registrant's Form 10-Q as of March 31, 1996).
The impact of these transactions on the reporting of the
Registrant's assets and liabilities, shareholders' equity and
results of operations is material to a fair presentation of the
financial condition of the Registrant and to the understanding of
such financial condition by the Registrant's shareholders, lenders,
customers, vendors, employees and other constituencies. Management
cannot properly report the impact of these transactions until the
agreements are completed.
Part IV--Other Information
(1) Name and telephone number of person to contact in regard
to this notification
KENNETH L. CAMPBELL, CHIEF FINANCIAL OFFICER 412 / 782-4800
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(Name) Area Code/Telephone
(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 the
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 cannot be made.
The Registrant anticipates that its statement of operations for the
fiscal year ended June 30, 1996 will reflect a significant change
from the reported results of operations for the last fiscal year
which ended June 24, 1995. Net sales for the fiscal year ended
June 30, 1996 were approximately $30.2 million as compared to $45.1
million last year, a decrease of 33%. Final results of operations
cannot be estimated with precision at this time due to the
uncertainties related to the reasons for this notification as
described in Part III. The Registrant expects to report a
significantly increased net loss in the fiscal year ended June 30,
1996 as compared to the prior year ended June 24, 1995. The
Registrant previously reported a net loss of $5 million for the
nine month period ended March 31, 1996, a significant increase from
the net loss from continuing operations of $1.8 million for the
prior year nine month period ended March 25, 1995. Net sales in
the fourth quarter of the current year ended June 30, 1996 were
approximately $5.7 million, a decrease of 50% as compared to $11.4
million in the fourth quarter ended June 24, 1995. The Registrant
reported a net loss from continuing operations of $2.9 million for
the full year ended June 24, 1995. The Registrant will report a
significantly increased net loss for the current fiscal year ended
June 30, 1996, as indicated by (1) the increased net loss in the
nine month period ended March 31, 1996; (2) fourth quarter losses
expected to be proportionate to or greater than those experienced
in the nine month period resulting in part from decreased net
sales; and (3) losses in connection with the sale of the
inventories and intellectual property.
ACTION INDUSTRIES, 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 27, 1996 By KENNETH L. CAMPBELL
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Kenneth L. Campbell,
Senior Vice President and CFO
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.
