U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[x]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: March 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
For the Transition Period Ended: ____________________________
Read Attached Instruction Sheet 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:
N/A
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Part I - Registrant Information
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Full Name of Registrant: Dataflex Corporation
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
3920 Park Avenue, Edison, New Jersey 08820
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(City, State and Zip Code)
Part II - Rules 12b-25(b) and (c)
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)
(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, 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 12(b)-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 Form 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
The Company is in the process of finalizing and completing
analyses of certain financial data, which, when finalized, could
impact the financial statements for fiscal year 1996.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard
to this notification:
W. Raymond Felton, Esq.
c/o Greenbaum Rowe Smith Ravin Davis & Himmel (908) 549-5600
(Name) (Area Code) (Telephone No.)
(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?
[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.
The Company anticipates a charge in the fourth quarter of
fiscal 1996 relating to the sale of its Western operations and
its Valtron business and restructuring and other charges relating
to the writedown of inventory, spare parts, employee termination
benefits and other assets in connection with the consolidation of
its operations. The Company is in the process of finalizing and
completing its analyses of financial data necessary to quantify
the potential impact of such charges on its operations.
Dataflex 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 July 1, 1996 By /S/ Richard C. Rose
_______________ ____________________
Richard C. Rose,
Chairman and Chief
Executive Officer
INSTRUCTION: The form may be signed by an executive officer 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.
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