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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-9899
CUSIP NUMBER:
[X] Form 10-K and Form 10KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
________________________________
For Period Ended: December 31, 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
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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: Not Applicable.
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: Medical Graphics Corporation ("Registrant")
Former Name if Applicable: Not applicable
Address of Principal Executive Office (Street and Number): 350 Oak Grove Parkway
City, State and Zip Code: St. Paul, MN 55127
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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 reasonable 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 Form 10-KSB will be filed on or before the fifteenth
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-KSB could not be
filed within the prescribed time period.
During the three months ended March 31, 1997, the Registrant had a number
of significant developments including (i) the appointment of a new Chief
Financial Officer, Dale H. Johnson, on March 20, 1997, (ii) the hiring of a new
Chief Executive Officer, Glenn D. Taylor, effective March 21, 1997, (iii) the
election of a new Chairman, Mark W. Sheffert on March 20, 1997, (iv) the
dismissal by the Registrant of its principal auditors, Ernst & Young on January
23, 1997 (which was reported in a Form 8-K filed with the Commission) and (v)
the Registrant's engagement of Deloitte & Touche LLP as its new independent
auditors on March 4, 1997 (which was reported in a Form 8-K filed with the
Commission.) Because of the significant changes in management and the
significant changes in the Registrant operations, the Registrant was unable to
complete the Form 10-KSB prior to March 31, 1997 without unreasonable effort or
expense.
On March 26, 1997, the Registrant announced that for the year ended
December 31, 1996, it incurred a loss of $9,071,000 or $3.56 per share compared
to a loss of $1,731,000 or $.71 per share for the year ended December 31, 1995.
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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:
Dale H. Johnson (612) 484-4874
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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 reports)
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
See Part III for a summary of the Registrant's results for the year
ended December 31, 1996.
MEDICAL GRAPHICS CORPORATION
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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: March 31, 1997
/s/ Dale H. Johnson
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Dale H. Johnson, Chief Financial Officer
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