UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Notification of Late Filing
(Check one) : [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For the Period Ended: January 1, 2000
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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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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.
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) 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
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR 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 Company announced that the U.S. operations and
its Subsidiaries (inclusive of Axiohm Transaction Solutions Inc.; Axiohm IPB
Inc.; Cognitive LLC, Stadia Colorado Corp. and Cognitive Solutions Inc.) filed
the Voluntary Case for protection under Chapter 11 of Title 11 of the United
States Bankruptcy code in the State of Delaware. The Company filed the request
for relief on the basis that cash flow generation from operations is not
sufficient to support the working capital requirements, as well as the ability
to support interest payments under the Company's Credit Facility.
On February 25, 2000 the Company filed the first amended disclosure
statement, as modified, pursuant to section 1125 of the United States Bankruptcy
Code to the first amended plan of reorganization, as modified of Axiohm
Transaction Solutions, Inc.; Axiohm IPB Inc.; Cognitive LLC, Stadia Colorado
Corp. and Cognitive Solutions Inc.
The Plan provides for, among other things, (1) the issuance and pro
rata distribution of New Senior Term Notes and New Warrants to the holders of
Credit facility Secured Claims, (2) the issuance and pro rata distribution of
100% of the New Common Stock to holders of general unsecured claims, including
the holders of the Sub-Notes, and (3) the execution of a Contingent Payment
Agreement under which holders of ATS' Old Common Stock could possibly receive a
cash payment upon a future public offering, a sale of all or substantially all
of the New Common Stock of Reorganized ATS or the sale of all or substantially
all of Reorganized ATS' assets within five years of the Effective Date of the
Plan.
The Debtors intend to seek confirmation of the Plan, and to effectuate
its consummation. However, both confirmation and consummation of the Plan are
subject to material conditions precedent, which conditions precedent are
described in Section VI of the disclosure statement referenced above. There can
be no assurance that these conditions will be satisfied. The hearing on
confirmation of the plan is scheduled to take place on April 20, 2000 at 9:30
a.m.
The Company has determined it needs an additional period of time not to
exceed the fifteenth calendar day following the prescribed due date of March 31,
2000, to determine the impact of the above mentioned Chapter 11 proceedings as
to the nature and materiality effect on the Company's financial statements.
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 [ ] 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.
Twelve Months Ended
January 1, 2000 January 2, 1999
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Net Sales $204,494,000 $231,011,000
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Gross Margin 57,730,000 80,082,000
Total operating expenses 96,126,000 90,616,000
Loss from Operations 38,396,000 10,534,000
Net loss $56,770,000 $30,937,000
Net loss per share $8.71 $4.75
Loss from operations for the twelve months of 1999 was $38.4 million
compared to a loss of $10.5 million for the same period of 1998. The increase in
losses from the current period versus the prior is primarily housed within gross
margins. The decrease is directly correlated to 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
experienced delays in the transition of entering new products to market.
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 bankruptcy filing. The Company has incurred approximately $4.6 million
during 1999 relating to fees associated with the restructuring and bankruptcy
proceedings.
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: April 1, 2000 By: /s/ Stuart Groom
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(Stuart Groom)
Vice President of Finance
