CTI GROUP HOLDINGS INC
NT 10-K, 2000-06-30
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

FORM 12b-25

                                             Commission File Number 000-10560
                                                                    ---------

                           NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and 10-KSB  [ ] Form 11-K    [ ] Form 20-F   [  ] Form 10-Q
[ ] Form 10-N-SAR

For Period Ended:  March 31, 2000
                   --------------

[  ] 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): 2250 Eisenhower Avenue
                     -----------------------

City, State and Zip Code:    Norristown, PA 19403
                           ----------------------

                                     PART II
                             RULE 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 and Form 10-KSB,
11-K, 20-F, 10-Q, and Form 10-QSB, N-SAR or the transition report portion
thereof could not be filed within the prescribed time period. (Attach extra
sheets if needed.)


         The fiscal year of CTI Group (Holdings) Inc. (the "Company") ended on
March 31, 2000. Accordingly, the Company's Annual Report on Form 10-KSB is due
by June 29, 2000.

         The Company recently received comments from the Securities and Exchange
Commission regarding review of the Preliminary Proxy materials filed on May 4,
2000 which have not yet been resolved which potentially have an impact on the
information presented in the Company's 10-KSB. The resolution of the comments
which potentially have an impact on the information presented in the Company's
10-KSB cannot be resolved by June 29, 2000 without unreasonable effort or
expense.

    The Company believes it will be able to file its 10-KSB within the time
frame prescribed in this Form 12b-25.



                                     PART IV
                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification

Manfred Hanuschek                     610                        666-1700
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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?
                                              [ ] 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.

                                      _2_
<PAGE>

                            CTI GROUP (HOLDINGS) INC.
-------------------------------------------------------------------------------
                  (Name of Registrant as specified in Charter)

Has duly caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.




Date:   June 29, 2000              By: /s/ Anthony P. Johns
     ------------------                ---------------------------------------
                                           Anthony P. Johns
                                           President & Chief Executive Officer


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