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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: JUNE 30, 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:
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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.
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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: N/A
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PART 1 -- REGISTRANT INFORMATION
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Full Name of Registrant COMPARATOR SYSTEMS CORPORATION
Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
4350 VON KARMAN AVENUE, SUITE 180
NEWPORT BEACH, CALIFORNIA, 92660
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City, State and Zip Code
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PART II -- RULES 12b-25 (b) AND (c)
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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, 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 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.
RELIEF IS NOT BEING SOUGHT PURSUANT TO RULE 12b-25 BECAUSE, ALTHOUGH THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1996
(THE "1996 10-K") COULD NOT BE TIMELY FILED WITHOUT UNREASONABLE EFFORT OR
EXPENSE, AS SET FORTH IN PART III BELOW, THE COMPANY DOES NOT EXPECT THAT IT
WILL BE ABLE TO FILE THE 1996 10-K ON OR BEFORE THE FIFTEENTH CALENDAR DAY
FOLLOWING THE SEPTEMBER 30, 1996 DUE DATE. THE COMPANY CURRENTLY ANTICIPATES
THAT IT WILL FILE THE 1996 10-K ON OCTOBER 30, 1996, OR AS SOON THEREAFTER AS
REASONABLY PRACTICABLE.
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PART III -- NARRATIVE
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State below in reasonable detail the reasons why Form 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.)
AS REPORTED IN THE COMPANY'S 8-K/A DATED AUGUST 14, 1996, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1996, THE COMPANY'S
INDEPENDENT AUDITOR, ELI BUCHALTER ACCOUNTANCY CORPORATION, RESIGNED AS THE
COMPANY'S AUDITOR ON AUGUST 14, 1996. ON AUGUST 15, 1996, THE COMPANY ENGAGED
THE INDEPENDENT ACCOUNTING FIRM OF FARBER & HASS AS ITS NEW AUDITORS.
ACCORDINGLY, AS THE COMPANY HAS ONLY RECENTLY RETAINED ITS NEW AUDITORS, IT IS
IMPOSSIBLE FOR FARBER & HASS TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS AND
PREPARE ITS REPORT THEREON AND, THUS, FOR THE COMPANY TO FILE THE 1996 10-K, BY
SEPTEMBER 30, 1996 WITHOUT UNREASONABLE EFFORT OR EXPENSE.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
ARMOND SCHROEDER, PRESIDENT (714) 851-4300
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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?
[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.
FARBER & HASS HAS INFORMED THE COMPANY THAT POTENTIALLY MATERIAL
ADJUSTMENTS MAY BE REQUIRED TO CORRECT THE COMPANY'S FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED JUNE 30, 1995. SINCE ONLY A PRELIMINARY REVIEW OF THE 1995
FINANCIAL STATEMENTS HAS BEEN MADE BY FARBER & HASS AS OF THE DATE HEREOF,
NEITHER THE COMPANY NOR FARBER & HASS IS CURRENTLY ABLE TO ESTIMATE THE IMPACT
OF SUCH RESTATEMENT, IF ANY, ON EITHER THE 1995 FINANCIAL STATEMENTS OR THE
FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 1996 TO BE INCLUDED IN THE 1996
10-K. ALTHOUGH SIGNIFICANT CHANGES IN RESULTS FROM RECURRING OPERATIONS FOR
1996 FROM THE PRIOR PERIOD ARE NOT CURRENTLY ANTICIPATED, THE RESTATEMENT, IF
ANY, IS EXPECTED TO RESULT IN SIGNIFICANT CHANGES FROM THE PRIOR PERIOD TO THE
EARNINGS STATEMENTS TO BE INCLUDED IN THE 1996 FINANCIAL STATEMENTS. THE
RESTATEMENT, IF ANY, OF THE 1995 FINANCIAL STATEMENTS WILL BE MADE IN CONNECTION
WITH THE AUDIT OF THE COMPANY'S 1996 FINANCIAL STATEMENTS.
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COMPARATOR SYSTEMS CORPORATION
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: SEPTEMBER __, 1996 BY: /s/ ARMOND SCHROEDER
Name: ARMOND SCHROEDER
Title: PRESIDENT
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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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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 O-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 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 ((S)232.201 or (S)232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T ((S)232.13(b)
of this chapter).
