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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| June 30, 1994 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
| hours per |
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 |
[_] Form 10-Q [_] Form N-SAR --------------------
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For Period Ended: June 30, 1996 | SEC FILE NUMBER |
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[X] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | 413080 10 2 |
[_] Transition Report on Form N-SAR --------------------
For the Transition Period Ended:
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Read Instruction (on back page) 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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: NO
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant
Harlyn Products, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
1515 South Main Street
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City, State and Zip Code
Los Angeles, CA 90015
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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;
| (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
[X] | 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, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. [Amended in Release No. 34-26589 (72,435),
effective April 12, 1989, 54 F.R. 10306.]
SEE ATTACHED PRESS RELEASE
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11-91)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Harold Weisbrod (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 reports) 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
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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 9-30-96 By /s/ Harold Weisbrod
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Chairman and CEO
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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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.
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9/30/96
HARLYN PRODUCTS INC. DISCLOSED RESTRUCTURING, POTENTIAL BANKRUPTCY FILING AND
POSSIBLE SALE OF ITS OPERATIONS
Los Angeles CA September 30, 1996-Harlyn Products, Inc. (AMEX: HRN) today
announced: its unaudited results for fiscal year ended June 30, 1996; the
proposed plan to sell its Thailand operations; its revised operating results
for the quarters ending December 31, 1995 and March 31, 1996; and the need for
financial restructuring.
The company has just been informed by its auditors that they have resigned.
Therefore the companies 10K will be delayed. The company is exploring the
consequences of this action.
Due in large part to declining sales of $10,094,000 and substantial
write-offs of inventory and other assets in excess of $9,500,000, the company
recorded a loss of $14,535,000 or ($3.06) per share on net sales of $25,915,000
for the year ended June 30, 1996. This compares with the loss of $1,873,000 or
($0.39) per share on net sales of $36,009,000 for the prior fiscal year. For the
three months ended June 30, 1996, the company recorded a loss of $6,975,000 or
($1.45) per share on net sales of $5,373,000, due primarily to declining sales
of $3,312,000 and inventory write downs in excess of $4,500,000. This compares
with a loss of $2,965,000 or ($0.62) per share on net sales $8,685,000 for last
quarter of prior fiscal year.
Due to the foregoing, the company is presently suffering liquidity
problems. In connection with resolving such liquidity problems, the company
further reported that it is currently attempting to negotiate an extension of
its bank borrowing agreement that otherwise terminates October 1, 1996 and its
agreement with its gold lessor which has expired. The company reported that if
its negotiations with its financing sources were unsuccessful, the company would
be forced to consider the possibility of operating and debt restructuring under
the protection of Chapter 11.
The company also reported that it signed a letter of intent with a domestic
public company that would buy all the stock of its Harlyn International
subsidiary and the company is also negotiating for the possible sale of its
domestic corporation to another domestic public company. Harlyn Products Inc.
stated that both transactions are still conditional and no assurances can be
made that either transaction will be consummated.
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The company also reported revised operating results for the quarters ended
December 31, 1995 and March 31, 1996. The effect of the revisions are to change
previously reported profits of $128,000 or $0.03 per share for the three months
ended December 31, 1995 to a loss of $697,000 or ($0.15) per share. The loss for
the six months ended December 31, 1995 was revised from $762,000 or ($0.16) per
share to a loss of $1,578,000 or ($0.33) per share. For the three months ended
March 31, 1996, the effect of the revisions was to change $6,640,000 or ($1.40)
per share to $6,032,000 or ($1.27) per share and for the nine months there
ended, the loss was then revised to $7,402,000 or ($1.56) per share previously
reported to $7,619,000 or ($1.60) per share.
The corporation has announced the return of the Chairman and founder,
Harold Weisbrod, under whose leadership the company was profitable for 49 of 51
years, to the position of CEO.
Harlyn Products Inc is one of the largest special order jewelry
manufacturers in the United States. It also has a significant market presence in
the international market due to its Thailand operations.
Founded in 1945, the company serves its 23,000 world wide outlets as an
established high quality producer of fine jewelry through its manufacturing and
distribution facility in Los Angeles California and Bangkok Thailand.
