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FORM 12b-25
As last amended in Release No. 34-31905, February 23, 1993, 58 F.R. 14628.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1994
[ ]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.
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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:
Items 6, 7, 8, and 14(a) and Exhibit 23
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
Former Name if Applicable
NAI Technologies, Inc., formerly North Atlantic Industries,
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Commission File Number 0-3704
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Address of Principal Executive Office (Street and Number)
1000 Woodbury Road, Woodbury, New York 11797-2530
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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 or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
[X] 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 Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
(Attach Extra Sheets if Needed)
The Company currently is in negotiations with its lending banks for the
restructuring of the Company's credit facilities. As a result thereof,
certain of the Company's financial information to be included with the
10-K has not been finalized.
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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:
Richard A. Schneider (516) 364-4433
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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
(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
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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.
The results of operations for the Company for the period ending
December 31, 1994, have been unfavorably affected by write-offs and by other
factors described in the Company's Form 10-Q for the period ending October 1,
1994, previously filed with the Commission. Upon completion of the negotiations
relating to the restructuring of the Company's credit facilities with its
lending banks, the financial statements and other financial information for the
year ended December 31, 1994 reflecting the results of such operations will be
filed. Because the Company cannot predict with certainty the results of such
negotiations, it is unable to present full financial information until the
completion of such negotiations. It is anticipated that the negotiations will be
completed not later than April 14, 1995.
A Condensed Consolidated Statement of Earnings (unaudited) for the
quarter and year ended December 31, 1994 is set forth below:
NAI TECHNOLOGIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
UNAUDITED
(In Thousands, except Per Share Amounts)
<TABLE>
<CAPTION>
13 Weeks Ended 52 Weeks Ended
12-31-94 12-31-93 12-31-94 12-31-93
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<S> <C> <C> <C> <C>
Sales $ 12,002 $ 18,376 $ 54,520 $ 81,024
Gross Margins 1,787 5,822 10,266 27,498
Operating Earnings (2,479) 1,034 (14,589)(2) 8,960
Earnings before income taxes (2,863) 789 (15,983) 8,295
Provision for income taxes 183 97 (4,392) 2,840
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Net Income ($ 3,046) $ 692 ($ 11,591) $ 5,455
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Earnings per share ($ 0.43) $ 0.10(1) ($ 1.69) $ 0.80(1)
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Average equivalent shares outstanding 7,017 6,856(1) 6,850 6,843(1)
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</TABLE>
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(1) Adjusted to reflect the distribution of a 4% stock dividend on March
14, 1994 to shareholders of record on February 25, 1994.
(2) Includes a $7.3 million restructuring charge in the first quarter of
1994.
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NAI Technologies, 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
thereunto duly authorized.
Date April 3, 1995 By /s/ Richard A. Schneider
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other 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.
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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 the 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 (SS 232.201 or SS 203.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (SS
232.12(b) of this chapter).
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STATEMENT OF DIFFERENCES
The section symbol shall be expressed as SS
