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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
0-9556
NOTIFICATION OF LATE FILING
(Check One): /X/Form 10-K / / Form 20-F / / Form 11-K / /
Form 10-Q / / Form N-SAR
CUSIP NUMBER
000781-10-4
For Period Ended: OCTOBER 31, 1995
[ ] 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 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 - REGISTRATION INFORMATION
ABS INDUSTRIES, INC.
Former Name of Registrant
Former Name if Applicable
SUITE 300, INTERSTATE SQUARE
Address of Principal Executive Office (STREET AND NUMBER)
WILLOUGHBY, OHIO 44904
City, State and Zip Code
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 12-25(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,
/X/ or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date;
<BEGIN FOOTNOTE>See Part III<END FOOTNOTE>or the
subject quarterly report of 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 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.
The Registrant's Form 10-K for the year ended October 31,
1995 cannot be timely filed for the following reasons:
(1) In early January 1996 the registrant determined that
previously reported sales and results of operations
for the first, second and third fiscal quarters of
1995 as well as for the fiscal years ended
October 31, 1994 and 1993 will require restatement
because certain previously reported sales were
recognized prematurely as criteria for revenue
recognition had not been met. Such restatement has
not been completed as detailed below.
(2) At the time the registrant determined to restate its
reported sales and results of operations it also
determined to review other accounting related matters
with its independent auditors and to engage an
independent consultant to advise the registrant in
connection with its financial status. At such time
the registrant's corporate controller was relieved
of his duties and a principal of the independent
consultant was appointed chief executive officer of
the registrant's two operating subsidiaries.
(3) At such time the registrant also faced a severe
liquidity crisis and was working with, and
continues to work with, on a daily basis, its
senior lenders and major customers to reach
a financial accommodation. On January 26, 1996,
the registrant announced it had reached an
agreement in principal with its senior lenders
and certain major customers for a 90-day
financing arrangement which is expected to
allow the registrant sufficient time to pursue
the previously announced sale of its businesses.
(4) In connection with the foregoing, the registrant
is currently reviewing financial and accounting
matters with its independent consultant and
independent auditors and has neither completed
the restatement of its reported sales and
results of operations referred to in clause (i)
above nor closed its books for fiscal 1995.
The registrant's review of such matters is
ongoing and the registrant will complete the
restatement and the audit of its fiscal year
ended October 31, 1995 as soon as reasonably
practical.
The registrant does not expect to complete such
financial information prior to the time period
contemplated by paragraph (b) of Part II of this
Form 12b-25.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard
to this notification
WILLIAM J. MCCARTHY (216) 946-2274
(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 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.
Due to the restatement of the registrant's reported
sales and results of operations indicated above,
reported results of operations will be adjusted
downward. In addition, as a result of such
restatement and in light of other matters currently
under review by the registrant it is anticipated
that the registrant's loss of its fourth fiscal
quarter of 1995 will be greater than the previously
announced estimate of $2.5 million. Because neither
the restatement of the registrant's financial
statements nor the 1995 audit have been completed,
a reasonable estimate of such loss cannot be
quantified at this time. However, the registrant
does anticipate that the downward adjustment for
the fourth fiscal quarter of 1995 will be material.
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ABS Industries, Inc.
Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date JANUARY 30, 1996 By
/s/ William J. McCarthy
William J. McCarthy
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 statements 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 (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 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 be also be filed on
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
(Section 232.201 or Section 232.202 of this chapter)
or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of
this chapter).
