U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC File Number 0-2052
CUSIP Number 380262105
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K and [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
Form 10-KSB
[ ] Form 10-Q and [ ] Form N-SAR
Form 10-QSB
For Period Ended: September 28, 1996
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[ ] 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: _____________________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant/Former Name if Applicable
Goddard Industries, Inc.
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705 Plantation Street
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Address of Principal Executive Office (Street and Number)
Worcester, Massachusetts 01605
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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 unreasonable 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;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, 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
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
(Attach Extra Sheets if Needed)
Please see Exhibit A attached hereto.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David H. Murphree, Esquire (617) 856-8200
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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) been filed?
If answer is no, identify report(s). Yes [X] 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.
Please see Exhibit A hereto
Goddard Industries, Inc. has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date December 26, 1996 By:/s/Saul I. Reck
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Name: Saul I. Reck
Title: President
Exhibit A to
Form 12b-25
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RESPONSE TO PART III
Goddard Industries, Inc. (the "Company") is unable to file its report
on Form 10-KSB for the period ended September 28, 1996 within the prescribed
time because of the fact that it is presently in the final stages of negotiation
and execution of settlement agreements settling two of the three material
environmental litigation matters in which the Company presently is involved (the
Town of Shrewsbury suit, the trial of which is scheduled to commence on January
6, 1997, and the St. Paul Fire and Marine Insurance Co. declaratory judgment
action related to insurance coverage). The finalization of interrelated, final
written settlements among more than a dozen parties are at a sensitive stage.
The Company believes that there is a high degree of likelihood that it will be
able to enter into final written agreements with all parties with respect to
both matters within the fifteen days following the prescribed filing date. The
Company believes that disclosure prior to finalization of the settlements could
be adverse to the Company's interests and potentially misleading to investors.
It is anticipated that the terms of the final settlements will affect Item 3 of
Part I, Item 6 of Part II, and the financial statements included under Part IV
of the Form 10-KSB for the period ended September 28, 1996, as well as the
corresponding disclosure items for the current period.
RESPONSE TO PART IV(3)
Before taking into account the effects of the environmental litigation
and any settlement thereof as described under Part III above, it is anticipated
that revenues for the full fiscal year ended September 28, 1996, will increase
by approximately 22% and that net income will increase by approximately 60% over
results for the preceding fiscal year.
