<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-10560
-------
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[X ] Form 10-Q [ ] Form 10-N-SAR
For Period Ended: September 30, 1997
-------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: .
---------------------------------
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: CTI Group (Holdings) Inc.
Former Name If Applicable:
----------------------------------------
Address of Principal Executive Office (Street and Number): 901 S. Trooper
-------------------
Road, P. O. Box 80360
- ---------------------
City, State and Zip Code: Valley Forge, Pennsylvania 19484
---------------------------------------------------
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 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-K, 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-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.
<PAGE>
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period.
(Attach extra sheets if needed.)
On November 11, 1997, the Company entered into a Confidential
Settlement Agreement with respect to a claim against the Company
which may have resulted in material contingencies relating to the
Company. The officers of the Company dedicated substantial time
and effort during October and early November toward the resolution
of this claim. As a result, as of the date hereof, the Company has
not been able to, without unreasonable effort or expense, finalize
its financial statements and narrative disclosure with respect to
the quarter ended September 30, 1997.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification
Mark H. Daugherty (610) 666-1700
- -------------------------------------------------------------------------------
(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).
[ ] Yes [ X ] No
The Company has not timely filed a Current Report on Form
8-K in connection with its acquisition of Soft-Com, Inc. and its
Annual Report on Form 10-KSB for the year ended March 31, 1997.
(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.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ Mark H. Daugherty Date: November 14, 1997
----------------------------- ------------------------
Mark H. Daugherty
Chief Financial Officer
