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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[_] Form 10-K and Form 10-KSB [_] Form 20-F [_] Form 11-K [X] Form 10-Q and
Form 10-QSB and [_] Form N-SAR
For Period Ended: March 31, 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:
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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:
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: Harlyn Products, Inc.
Former Name if Applicable
1515 South Main Street
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Address of Principal Executive Office (Street and Number)
Los Angeles, California 90015
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City, State and Zip Code
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PART II--RULES 12B-25(b) AND (c)
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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;
(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
[X] 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.
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PART III--NARRATIVE
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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:
See attached press release.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Daniel Goodstein (213) 746-0745
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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
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(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.
See attached press release.
Harlyn Products, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 16, 1996 By
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Daniel Goodstein, 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).
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Harlyn Products, Inc. (AMEX: "HRN") announced today that it intends to
record charges of $4,600,000 to be included in its estimated loss of $6,100,000
for its March 31, 1996 third quarter results of operations. For the nine months
ended March 31, 1996, the Company's estimated loss will be $6,900,000. The
Company has filed for a five day extension to file its Form 10-Q and these
estimated results are preliminary pending final review by management in
connection with such quarterly filing of financial results with the Securities
and Exchange Commission.
The Company has continued to experience disappointing results in the
marketplace. Sales have been below expectations, with lower than anticipated
sell-through to customers. This situation has caused the Company to
significantly refocus and align its operating priorities to concentrate on a new
marketing strategy emphasizing high margin special order jewelry and an
immediate reduction of its inventory of low margin product. The charges relate
mainly to product termination costs of approximately $1,950,000 and $2,650,000
in other inventory write-downs and miscellaneous receivable provisions that have
been made to reflect the current net realizable value of these specific items.
Included in these charges are estimated cost to be incurred in connection
with a change in the Company's strategy to collect accounts receivable from its
slow-paying customers. Management intends to aggressively pursue amounts owed to
the Company, including, if required, repossession of related goods.
The Company is currently in negotiations with its bank lender and the gold
lessor in the United States for an extension and modification of the current
lines to support operations. While the Bank lender and the gold lessor are
currently extending accommodations to the Company, no assurances can be given
that such accommodations will continue or an extension of either such
arrangements will be entered into. Further, issues have been raised with regard
to a bank loan in Thailand which the Company is presently investigating and
which the Company is attempting to resolve. The continuing losses as well as the
uncertainty of its banking and gold leasing relationships raise concerns about
the Company's ability to continue as a going concern.
In October of 1995, the Company announced that it had retained Barrington
Associates, a regional investment banking firm, to advise the Board in
evaluating its strategic options including possible sale of the entire Company
or some of its divisions, a merger with or acquisition of another Company; joint
venture with a strategic partner; or raising additional capital to grow the
business.
Harlyn Products, Inc., founded in 1945, is a leading manufacturer of
special order jewelry. It serves domestic and international customers from its
production facilities in Los Angeles, California and Bangkok, Thailand.
