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OMB APPROVAL
UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 1997
Washington, D.C. 20549 Estimated average burden
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FORM 12B-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
001-13099
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(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR CUSIP NUMBER
339756108
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For Period Ended: MAY 31, 2000
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[ ] 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 Instruction (on back page) 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
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Full Name of Registrant
PENN-AKRON CORPORATION
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
1355 TERRELL MILL ROAD, BUILDING #1466, MARIETTA, GEORGIA 30067
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City, State and Zip Code:
PART II -- RULES 12B25(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 or 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 Forms 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. (ATTACH EXTRA SHEETS IF NEEDED)
See Attachment "A."
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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CHRISTOPHER J. BAKER 404 915-5485
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(Name) (Area Code) (Telephone Number)
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(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 answer is no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last 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 "B."
PENN-AKRON 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
hereunto duly authorized.
Date JULY 18, 2000 By /s/ Christopher J. Baker
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Christopher J. Baker
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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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
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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.
232.202 of this chapter) or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T (ss. 232.13(b) of this
chapter).
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ATTACHMENT A
The Company is unable to complete the preparation of its financial
statements for the five month period ended May 31, 2000 and the Quarterly Report
on Form 10-Q without unreasonable effort and expense because the Company
requires additional time to properly prepare financial statements for the period
because it is changing its fiscal year from February 28 to December 31 and the
Company's independent accountants need additional time to complete a review of
the Company's interim financial statements. The Company plans to file the
quarterly results within the extended time period.
Certain statements contained in this notification are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, such as statements relating to plans for future business activities,
and are thus prospective. Such forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not limited to,
economic conditions, competition and other uncertainties detailed from time to
time in the Company's Securities and Exchange Commission filings.
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ATTACHMENT B
The Company expects to report a substantial increase in revenue for the
five month period ended May 31, 2000 as compared to the five month period ended
May 31, 1999. The Company also expects its operating expenses for the five
month period ended May 31, 2000 to substantially increase from operating
expenses for the five month period ended May 31, 1999. The Company further
expects to report a substantial decrease in net operating losses for the five
months ended May 31, 2000 as compared to the net operating loss for the five
months ended May 31, 1999. The definitive results of operations are not yet
available.
The substantial increase in revenues and operating expenses as well as the
decrease in net operating loss for the first five months of 2000 from the first
five months of 1999 is primarily a result of the revenue and associated
operating expenses related to our contract with the Metropolitan Regional
Educational Services Agency ("MRESA"). Under this contract, we provide local
school installations with our turnkey Internet-based video distribution and
multimedia network and training.
