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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM 12B-25
Commission File Number: 1-5641
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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: DECEMBER 31, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-K [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: N/A
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
PART I
REGISTRANT INFORMATION
Full name of registrant: INSTRON CORPORATION
Former name (if applicable): N/A
Address of principal executive office (Street and number): 100 ROYALL STREET
City, State and Zip Code: CANTON, MA 02021
PART II
RULE 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.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form 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.
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 portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Registrant's Annual Report on Form 10-K for the period ended
December 31, 1998 cannot be filed within the prescribed time without
unreasonable effort or expense. The Registrant is working with
PricewaterhouseCoopers LLP to finalize its review of the classification of
adjustments to current and deferred taxes for the fiscal year ended December 31,
1998. Due to these circumstances, the Company is requesting an extension on this
Form 12b-25. The Registrant intends to file the Form 10-K within the time period
specified by Rule 12b-25 of the Securities Exchange Act, as amended.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
LINTON A. MOULDING, (781) 828-2500
(2) Have all other periodic reports required under Section 13 or 14(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. SEE ATTACHMENT.
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INSTRON 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: March 31, 1999 By: /s/ Linton A. Moulding
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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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INSTRON CORPORATION
FILE NO. 1-5641
FORM 12b-25
PART IV ATTACHMENT
The Registrant's net revenues for the fiscal year ended December 31,
1998 ("fiscal 1998") totaled $183,029,000 compared with $155,660,000 for the
fiscal year ended December 31, 1997 ("fiscal 1997"), an increase of 18%, due in
part to the inclusion of previously announced acquisitions of Satec and IST. Net
income for fiscal 1998 was $11,459,000, or $1.62 per diluted share, compared to
$7,164,000, or $1.05 per diluted share, as reported for fiscal 1997. Net income
for fiscal 1998 includes a gain of $6,867,000 or 97 cents per diluted share,
from the sale of excess land and a special items charge of $4,232,000 or 60
cents per diluted share, for the cost of consolidating European operations and
writing down the value of certain non-performing assets as reported in the first
quarter of fiscal 1998. Excluding the gain and the special items charge,
adjusted net income for fiscal 1998 was $8,824,000, or $1.25 per diluted share,
an increase of 23% from fiscal 1997.
