U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
FORM 12b-25
Sec. File Number 0-9624 Cusip Number 460491 80 6
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[Check One]
[ X ] Form 10-K[ ] Form 20-F[ ] Form 11-K[ ] Form 10-Q[ ] Form N-SAR For the
For the Period Ended: June 30, 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 _____________
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Read Instructions (on back page) Before Preparing Form.
Please Print or Type
Nothing in this form shall be constructed 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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant International Thoroughbred Breeders, Inc.
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Former Name If Applicable
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Address of Principal Executive Office (Street and Number)
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Haddonfield Road & Route 70
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City, State and Zip Code Cherry Hill, NJ 08034
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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 12-b-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
expenses;
[b] The subject annual report, semi-annual report, transition report
on From 10-K, Form 2-F, Form 11-K, 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.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-k, 10-Q
or N-SAR or the transition report or portion thereof, could not be filed within
the prescribed time period. {Attach Extra Sheet if Needed} SEE ATTACHED
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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
William H. Warner 609 488-3625
[Name] [Area Code] [Telephone No.]
[2] Have all other periodic reports required under Section 13 or
15[d] of the Securities and Exchange Act of 1934 or Section 10 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 reports] been filed? If answer is no, identify
report[s]. [ X ] Yes [ ] No
[3] It is 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? SEE ATTACHED [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.
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International Thoroughbred Breeders, 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 28, 1999 By/s/ Robert J. Quigley
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President and Chairman of the Board
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 Violation [See 18 U.S.C. 1001]
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 [17CFR 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 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 amendment notification.
International Thoroughbred Breeders, Inc.
Form 12b-25
Form 10-K for Period Ended June 30, 1999
Part III - Narrative
On January 28, 1999, the Company fully and finally consummated the
settlement and dismissal of various legal actions: Quigley et al. V. DeSantis et
al., C.A. No. 15919, in the Court of Chancery of the State of Delaware; Rekulak
v. DeSantis et al., C.A. No. 15920, in the Court of Chancery of the State of
Delaware; Green v. DeSantis, et al., C.A. No. 97-CV-5657, in the New Jersey
District Court. These actions were settled in connection and accordance with the
Stipulation and Agreement of Compromise, Settlement and Release entered into on
July 2, 1998 to resolve the above action entitled Quigley et al. V. DeSantis et
al. (the "Delaware Settlement").
Upon consummation of the Delaware Settlement, Nunzio P. DeSantis, Anthony
Coelho, and Joseph Zappala immediately resigned from the Company's board of
directors and terminated any and all employment agreements or consulting
arrangements with the Company. Francis W. Murray and Robert J. Quigley remained
directors, and during the quarter ended March 31, 1999, John U. Mariucci and
James J. Murray were elected by the remaining directors to serve on the board of
directors until the next annual stockholders' meeting. The Company is currently
in the process of engaging a new auditing firm. As a result, the Company is
unable to complete the preparation of the Form 10-K report for filing on a
timely basis.
Part IV - Other Information
The Company is unable to make a reasonable estimate of its results of
operations at this time and is still in the process of completing its accounting
records.
