UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER 0-8505
CUSIP NUMBER 667822 10 0
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1996
[ ] 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:
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 - REGISTRANT INFORMATION
Full Name of Registrant
Northwest Teleproductions, Inc.
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
4455 West 77th Street
City, State and Zip Code
Minneapolis, Minnesota 55435
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) [X]
(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
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of 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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N- SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach Extra
Sheets if Needed) In light of recent management and Board changes, it has taken
more time than anticipated to prepare the registrant's year-end documents, and
additional time is required to provide for adequate preparation and review of
such materials.
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James N. Steffen 612 835-4455
(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 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 attached press release issued July 2, 1996.
Northwest Teleproductions, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date July 2, 1996 By /s/ James N. Steffen, Vice President
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).
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 Regulations S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
<PAGE>
FOR IMMEDIATE RELEASE
Contact: Jim Steffen Minneapolis, MN
Telephone: (612) 835-4455 July 2, 1996
Minneapolis, July 2, 1996 -- NORTHWEST TELEPRODUCTIONS, INC. (Nasdaq:
"NWTL") announced today that, consistent with its announcement in early April,
the Company's results for its fiscal year ended March 31, 1996 reflect a
substantial operating loss and significant reorganization charges and
write-offs. The Company reported a loss before taxes of approximately $2,850,000
which included before tax reorganization charges and goodwill write-offs
aggregating approximately $1,503,000.
John G. Lindell, Chairman and interim CEO, commented that as part of
the Company's reorganization it was determined that it was appropriate at this
time to write off goodwill of $1,060,330 applicable to the purchase of the
Company's Chicago subsidiary in fiscal 1990. The Company also noted that the
loss for fiscal 1996 included $443,000 of severance and other charges of which
$333,000 represents severance costs and the remaining $110,000 covers actual and
estimated costs for consulting services and legal services relating to the
Company's reorganization.
The Company also explained that selling, general and administrative
expenses for its fourth quarter and its fiscal year ended March 31, 1996 include
the expensing of $203,000 of costs previously capitalized in connection with the
proposed purchase and renovation of a building in Chicago to relocate the
Company's production facility. These plans were deferred because of the
Company's adverse operating performance in fiscal 1996.
Presently, the Company is not in compliance with certain financial
covenants under its bank loan agreements, but it currently is in discussions
toward obtaining appropriate relief or waiver from its lender. The lender,
therefore, is entitled to accelerate payment, should it choose to do so.
Management presently is actively pursuing several alternative financing
opportunities that would provide greater borrowing flexibility and allow for
increased borrowing against its available collateral. Since April 1, 1996, Mr.
Lindell has stepped in as interim CEO to begin reorganizing the Company and to
assist in returning it to profitability while restructuring its financing. The
Company plans to name a permanent CEO in the next few months.
Northwest Teleproductions, Inc., with facilities in Minneapolis,
Chicago and Dallas, is a full service videotape and film production company that
provides production services and produces shows for cable television and
electronic retailing.
- Tables Follow -
<PAGE>
NORTHWEST TELEPRODUCTIONS, INC.
RESULTS OF OPERATIONS
--------------------------------
<TABLE>
<CAPTION>
Three Three
Months Months Year Ended Year Ended
Ended Ended March 31, March 31,
March 31, March 31, 1996 1995
1996 1995
------ ----- ----- -----
<S> <C> <C> <C> <C>
NET SALES $ 2,686,923 $ 3,205,336 $ 12,509,041 $ 13,203,986
COSTS AND EXPENSES:
Cost of products and services sold $ 2,870,728 2,503,416 10,733,791 9,888,492
Selling, general and administrative 891,991 631,198 2,707,709 2,542,140
Goodwill impairment charge 1,060,330 1,060,330
Severance and other charges 443,000 443,000
Litigation settlement 100,000 281,852
Interest 123,273 100,678 487,770 379,736
------------ ------------ ------------ ------------
5,389,322 3,235,292 15,532,600 13,092,220
------------ ------------ ------------ ------------
(2,702,399) (29,956) (3,023,559) 111,766
OTHER INCOME 11,226 (13,660) 58,582 44,567
------------ ------------ ------------ ------------
EARNINGS (LOSS) BEFORE TAXES
ON INCOME (2,691,173) (43,616) (2,964,977) 156,333
TAXES ON INCOME
(INCOME TAX CREDIT) (439,000) 22,000 (549,000) 105,000
------------ ------------ ------------ ------------
NET EARNINGS (LOSS) ($ 2,252,173) ($ 65,616) ($ 2,415,977) $ 51,333
============ ============ ============ ============
NET EARNINGS (LOSS) PER SHARE ($ 1.66) ($ .04) ($ 1.78) $ .03
</TABLE>
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