CUTCO INDUSTRIES INC
NT 10-K, 1998-09-24
PERSONAL SERVICES
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                  SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC  20549

                               FORM 12B-25


                                           Commission File Number 0-5223

                       NOTIFICATION OF LATE FILING


(Check One): [X] Form 10-KSB
             [ ] Form 11-K
             [ ] Form 20-F
             [ ] Form 10-QSB
             [ ] Form N-SAR

For Period Ended:  June 30, 1998

[ ] 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

Full name of registrant:  CutCo Industries, Inc.

Former name if applicable:  N/A

Address of principal executive office (Street and number):

         6900 Jericho Turnpike
         Syosset, New York  11791


<PAGE>



                    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-KSB,  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-QSB,  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-KSB,
11-K,  20-F, 10- QSB, N-SAR or the transition  report (or portion thereof) could
not be filed within the prescribed time period. (Attach extra sheets if needed.)

             Effective April 30, 1998, the Chief  Financial  Officer of the
Company  resigned.  While  the  Company  is  pursuing  candidates  to  serve  as
controller of the Company,  Marvin W. Marcus, Chairman of the Board of Directors
of the Company, is fulfilling,  in addition to his other duties and obligations,
certain of the duties previously performed by the Chief Financial Officer.  This
change  in  management,  together  with a  change  in the  Company's  indepedent
auditors,  created  unavoidable delays in locating and verifying  financial data
and other  information  required to prepare the  Company's  Form 10-KSB.  As the
result of these  circumstances,  the  Registrant's  annual report on Form 10-KSB
could not be filed without unreasonable effort and expense by the prescribed due
date.


<PAGE>



                         Part IV.  Other Information


                  1. Name and telephone number of person to contact in regard to
this notification:

                   Marvin W. Marcus, Chairman of
       the Board and Acting Chief Financial Officer    (516)          677-0320
- -------------------------------------------------------------------------------
                              (Name)                (area code)     (Tel. No.)

                  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.  (See  Exhibit  A  for
explanation.)

                                       CUTCO INDUSTRIES, INC.
                       (Name of Registrant as specified in this charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  September 25, 1998                   By:       s/Marvin W. Marcus
                                                ------------------------------
                                                     Marvin W. Marcus, its
                                                   Chairman of the Board and
                                                 Acting Chief Financial Officer


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