UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Notification of Late Filing
(Check One) : [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ X ] Form 10-Q [ ] Form N-sar
for the Period Ended: October 2, 1999
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[ ] Transition Report On Form 10-K [ ] Transition Report On Form 10-Q
[ ] Transition Report On Form 20-F [ ] Transition Report On Form N-sar
[ ] Transition Report On Form 11-K
for the Period Ended:
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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.
PART I--Registration Information
Full name of registrant: Axiohm Transaction Solutions, Inc.
Former name if applicable:
Address of principal executive office: 1787 Sentry Parkway West
City, State and ZIP Code Blue Bell, PA 19422
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 to Rule 12b-25 (b), the following should be
completed. (Check box if appropriate)
[ X ] (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, 11-K or Form N-SAR, or portion thereof will be
filed on or before 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 )Tthe accountant's statement or other exhibit required by Tule
12b-25 (c ) has been attached if applicable.
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PART III--Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
NSARr or the transition report or portion thereof could not be filed within the
prescribed time period. (Attached Extra sheets if needed)
On November 8, 1999 (the "Petition Date"), Axiohm Transaction
Solutions, Inc. (The "Company") and its United States subsidiaries, Axiohm IPB,
Inc., Cognitive Solutions, Inc., Cognitive L.L.C. and Stadia Colorado Corp. (The
"U.S. Subsidiaries," together with the Company, the "Debtors") filed voluntary
petitions for relief under Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") to implement a capital restructuring agreed to
by representatives of the Company's primary creditor and shareholder
constituencies (the "Restructuring"). The Debtors sought protection under
Chapter 11 of the Bankruptcy Code because cash flow generated from operations
was insufficient (i) to support working capital requirements and (ii) to make
interest payments due under its credit facility. Additionally, the Company
continued to be in non-compliance with certain debt covenant requirements under
the credit facility, which would have permitted the lenders under the credit
facility to accelerate the outstanding debt at any time. Since the Petition
Date, the Debtors have continued in possession of their property and are
operating and managing their businesses as debtors-in-possession pursuant to
Section 1107 and 1108 of the Bankruptcy Code.
The terms of the Restructuring are set forth in the Plan of
Reorganization (the "Plan") that was filed with the Bankruptcy Court on November
9, 1999. Holders of at least two-thirds in principal amount of the Company's (i)
$63 million of debt under its credit facility and (ii) $120 million of 9 3/4%
Senior Subordinated Notes, and holders of in excess of fifty percent of the
Company's common stock, support the Plan. The Plan provides for the
restructuring of the Company's pre- and post-petition bank debt (expected to
total approximately $80 million on the effective date of the Plan), the
conversion of the Senior Subordinated Notes and certain other unsecured claims
to equity, and the payment of trade claims in full. The Company's existing
common stock will be cancelled and existing shareholders will receive Contingent
Note Certificates which will entitle their holders to an aggregate of at least
2.5% of the equity value of the reorganized company upon an initial public
offering or sale of substantially all of the assets of the Company, to the
extent effected within five years from the effective date of the Plan.
Contemporaneously with the filing of the Chapter 11 bankruptcy
petitions, the Company sought and obtained Bankruptcy Court approval of
debtor-in-possession financing consisting of a $20 million revolving line of
credit with a group of lenders. Additionally, the Bankruptcy Court authorized
the debtors to pay the pre-petition claims of trade vendors continuing to do
business with the debtors in the ordinary course of their businesses.
The Company has determined it needs an additional period of time not to
exceed the fifth calendar day following the prescribed due date of November 16,
1999, to ascertain the impact of the aforementioned events upon the financial
and other disclosures required to be made in its third quarter Form 10-Q.
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Stuart Groom (215) 591-0315
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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 [ ] nN
(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.
Nine Months Ended
October 2, 1999 October 3, 1998
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Net Sales $159,382,000 $174,725,000
Gross Margin 47,310,000 62,112,000
Total operating expenses 70,891,000 66,822,000
Loss from Operations 23,581,000 4,710,000
Net loss $37,579,000 $21,474,000
Net loss per share $5.76 $3.29
Net loss for the first nine months of 1999 was $37.6 Million compared
to a net loss of $21.5 Million for the same period of 1998. The increase in
losses in the current period is primarily due to a decrease in sales volumes and
a decrease in average selling prices for transaction products worldwide, coupled
with a change in product mix. The newer products have higher initial costs due
to a production learning curve, and the cost of new technology. The Company has
also experienced delays in the introduction of new products to market. On July
28, 1998 the Company announced a major restructuring program designed to
streamline operations and improve manufacturing efficiencies by consolidating
its Paso Robles, California and Riverton, Wyoming manufacturing operations
principally into its Ithaca, New York manufacturing operations. The financial
data set forth above is inclusive of $2.0 million of plant closing related costs
in 1999 versus $0.8 million in the comparable period. Additionally, the Company
has experienced an increase in operating expenses principally due to
severance-related payments, as well as increased professional fees associated
with the evaluation of the financial structure of the Company and the bankruptcy
filing described above.
Axiohm Transaction Solutions, Inc.
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(Name of registrant as specified in its charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 17, 1999 BY: /s/ Stuart Groom
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(Stuart Groom)
Vice President of
Finance
