SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File Number 0-14841
------------
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: March 31, 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:
---------------------------------
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
Franklin Electronic Publishers, Incorporated
- --------------------------------------------------------------------------------
Full Name of Registrant
N/A
- --------------------------------------------------------------------------------
Former Name if Applicable
One Franklin Plaza
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Burlington, New Jersey 08016-4907
- --------------------------------------------------------------------------------
City, State and Zip Code
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.) |_| Yes |_| No
|X| | (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, 20-F, 11-K or 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 or portion thereof, could not be filed
within the prescribed time period.
The Registrant recently named a new Chief Operating Officer and an Interim
Chief Financial Officer. Since assuming their new roles they have been
conducting a review of operations which will have a significant and material
effect on the Company's financial statements and footnotes to Form 10K for the
year ended March 31, 1999. The review of operations has now been completed, and
the Form 10K should be filed within the grace period provided for under Rule
12b-25. SEC 1344(8-89) (Attach Extra Sheets if Needed)
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gregory J. Winsky 609 386-2500
- --------------------------------------------------------------------------------
(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 answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operation for
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. See the Company's press
release dated June 29, 1999, which is attached hereto as Exhibit A.
Franklin Electronic Publishers, Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date June 29, 1999 By /s/
----------------------- -------------------------------------------
Arnold D. Levitt
Acting Chief Financial Officer
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
violations. (See 18 U.S.C. 1001)
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 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 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 amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
<PAGE>
EXHIBIT A
FOR IMMEDIATE RELEASE
CONTACT: Gregory J. Winsky
Senior Vice President
Franklin Electronic Publishers, Inc.
(609) 386-2500
FRANKLIN YEAR END RESULTS
Burlington, New Jersey - June 29, 1999 -- Franklin Electronic Publishers, Inc.
(NYSE:FEP) today announced that sales for the fiscal year ended March 31, 1999
were up by 4% to $103,793,000 from $100,240,000 last year. The loss for the
fiscal year was $30,191,000, or $3.81 per share, as compared with earnings for
the year ended March 31, 1998 of $1,429,000, or $.18 per share. For the fiscal
year, sales of reference products were $72,164,000 compared to $79,033,000 last
year, sales of the REX product line were $15,673,000 compared to $10,152,000
last year, and sales of ROLODEX(R) Electronics products were $13,778,000
compared to $11,055,000 last year. In addition, the current fiscal year includes
sales of $2,178,000 by the Company's new Voice Powered Technology subsidiary.
The results of operations reflect a decline in operating income of approximately
$35 million from March 31, 1998 to March 31, 1999, which was primarily the
result of an inventory writedown of $13.5 million, a writedown of royalty
advances of $6.0 million, planned increases in advertising expenditures of $5.4
million, increased price protection of $3.9 million, the writeoff of $2.3
million of receivables including a receivable due from Service Merchandise of
$1.8 million, and restructuring charges, including costs of changes in
management, of $2.4 million. Approximately half of the operating income decline
was related to the REX product line.
For the three months ended March 31, 1999, sales were $16,161,000, after
provisions for price protection of $2,905,000, compared with $21,828,000 in the
same period last year. The loss for the quarter was $21,417,000 or $2.73 per
share, as compared with a loss of $867,000, or $0.11 per share, last year. The
sales decline related to disappointing sales of the REX product line, including
REX price protection credits, and lower sales of reference products in
anticipation of the release in late June 1999 of the Company's upgraded
reference product line.
<PAGE>
The Company is currently evaluating its strategies with respect to the REX
product line. The Company questions whether it has adequate financing to
continue to bring out new models on a yearly basis and in general to properly
market the line. The Company is also evaluating its strategy with respect to the
Franklin Rocket eBook(TM) product line. Management is disappointed with the
initial sales of the product and questions Franklin's ability to continue its
participation in this product line in light of current retail prices.
The Company has been conducting a review of its operations which has now been
completed. The Company's annual report on Form 10-K should be filed on or prior
to July 14, 1999 (the grace period under SEC Rule 12b-25).
The Company expects to report a substantial loss for its June quarter because of
seasonally low sales, inventory and expense writeoffs pertaining to Rocket
eBook, and severance and other charges relating to the Company's restructuring
and closing of certain foreign subsidiaries. The Company expects to report a
modest profit during the balance of the current fiscal year, primarily as a
result of the substantial reductions made by management in operating expenses,
including a 15% reduction in personnel, as part of the first quarter
restructuring. Management's belief is based on the positive reception accorded
by its retailers to the upgraded reference and ROLODEX(R) Electronics product
lines which began to ship in the last two weeks of June 1999.
As a result of its loss during the fourth quarter, the Company is in default
under its Note Agreements. The Company has been negotiating a necessary
restructuring of its Note Agreements in light of the fourth quarter loss and the
expected loss during the first quarter of its current fiscal year. As a result,
the notes payable are expected to be classified as short-term indebtedness on
the March 31, 1999 balance sheet.
Franklin Electronic Publishers, Inc. is the worldwide market leader in handheld
electronic books, including the popular BOOKMAN(R) series. The Company is also
the exclusive producer and distributor of ROLODEX(R) Electronics brand personal
information management products and the REX(R) PC Companion. Franklin has sold
more than 17,000,000 electronic books and currently publishes more than 200
titles, including dictionaries and bilingual dictionaries; encyclopedias;
Bibles; entertainment titles; education and tutorial publications; and medical
reference works. Franklin products, available in twelve languages, are sold in
45,000 retail outlets worldwide and through catalogs. More information about
Franklin can be found at http://www.franklin.com.
<PAGE>
The Company has sales and distribution subsidiaries in the United Kingdom,
France, Germany, the Benelux countries, Canada, Australia, and Mexico, and
production management offices in Tokyo and Hong Kong.
ROLODEX(R) is a registered trademark of Berol Corporation, a subsidiary of
Newell Rubbermaid, Inc. Rocket eBook(TM) is a trademark of NuvoMedia, Inc.
- --------------------------------------------------------------------------------
Except for the historical information contained herein, the matters discussed
throughout this release, including, but not limited to, those that are stated as
Franklin's belief or expectation or preceded by the word "should" are forward
looking statements that involve risks to and uncertainties in Franklin's
business, including, among other things, the timely availability and acceptance
of new electronic reference products, organizers, and computer companion
products, changes in technology, the impact of competitive electronic products,
the management of inventories, Franklin's dependence on third party component
suppliers and manufacturers, including those that provide Franklin-specific
parts, and other risks and uncertainties that may be detailed from time to time
in Franklin's reports filed with the Securities and Exchange Commission.
- --------------------------------------------------------------------------------
(Financial Tables Follow)
<PAGE>
FRANKLIN ELECTRONIC PUBLISHERS, INC.
(in thousands, except per share data)
Year Ended March 31,
-------------------------
1999 1998
--------- ---------
Sales $ 103,793 $ 100,240
Net Income (Loss) $ (30,191) $ 1,429
Net Income (Loss) Per Share
Basic $ (3.81) $ .18
Diluted $ (3.81) $ .18
Weighted Average Shares
Basic 7,923 8,069
Diluted 7,923 8,156
Three Months Ended March 31,
-------------------------
1999 1998
--------- ---------
Sales $ 16,161 $ 21,828
Net Income (Loss) $ (21,417) $ (867)
Net Income (Loss) Per Share
Basic $ (2.73) $ (.11)
Diluted $ (2.73) $ (.11)
Weighted Average Shares
Basic 7,832 8,071
Diluted 7,832 8,168
# # #
June 29, 1999
