UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ X ] Form 10-K [ X ] Form 20-F [ ] Form 11-K [ ]
Form 10-Q [ ] Form N-SAR [ ] for period ended:
December 31, 1993.
[ ] 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:
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If 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:
Encore Computer Corporation
Former Name if Applicable:
Address of Principal Executive Office (Street and Number)
6901 West Sunrise Boulevard
Fort Lauderdale, Florida 33313
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-annul 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 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.
PART III -- NARRATIVE
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.
On February 4, 1994, the Company completed an exchange of
$100,000,000 of indebtedness for convertible preferred
stock thereby eliminating its capital deficiency. On or
about April 5, 1994, the Company expects to complete the
refinancing of its revolving line of credit. Because of the
material effect on the presentation of 1993 results, the
Company has delayed submission of its 1993 Form 10-K until
this subsequent event can be properly disclosed in its
annual report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification:
Kenneth Silverstein 305-797-5651
(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
1040 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.
ENCORE COMPUTER CORPORATION
has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: March 29, 1994 By: T. MARK MORLEY
T. Mark Morley
Vice President, Finance
Chief Financial Officer
ENCORE COMPUTER CORPORATION
Attachment per Instruction Part IV(3)
Net sales to be reported for the year ended December 31,
1993 will be lower than those reported in 1992 and 1991 as
shown below. The general decrease is attributable to the
overall weakness in both the computer industry and the
general economy. Additionally, certain new products
introduced by the Company during 1993 and 1992 have not yet
generated sufficient levels of customer demand to offset the
decline in revenues experienced in some of the Company's
older product lines which have reached the end of their
product life cycles. While product enhancements have been
made to existing products, they have lost some of their
technological edge. Accordingly, the Company has been less
competitive selling into new, long term programs in its
traditional markets. This has contributed to the
continuing decline in net sales.
The net loss for the year ended December 31,1993 worsened
from the net loss reported in the same period of 1992 due to
lower 1993 net sales of $37,361,000 and the recognition of
$23,265,000 of restructuring costs during 1993. This was
only partially offset by reduced 1993 operating expenses
realized due to cost reduction programs implemented during
the year and lower interest expense due to lower levels of
1993 debt.
The reduction in total assets in 1993 when compared to 1992
is due principally to lower accounts receivable due to lower
1993 revenues, the write-off of goodwill as part of the
Company's second quarter restructuring and the write-down of
property and equipment during the second and fourth quarter
as the Company recognized the permanent impairment in value
of certain of its long lived assets. These decreases were
partially offset by the increase in 1993 of inventory and
certain other assets.
At December 31, 1993, the Company will report a capital
deficiency of $66,560,000 due to the net losses incurred.
However as reported on Form 8-K filed with the Securities
and Exchange Commission on February 7, 1994, the Company
completed an exchange of $100,000,000 of indebtedness for
$100,000,000 of Series E Convertible Preferred Stock with
Gould Electronics Inc. on February 4, 1994. As a result of
this transaction, on a pro forma basis assuming the
transaction had been completed on December 31, 1993,
shareholders equity would have been $31,697,000.
For the years ended December 31,
(in thousands except per share data) 1993 1992 1991
-------- -------- --------
Net sales $ 93,532 $130,893 $153,302
Net loss (69,565) (32,522) (65,388)
Net loss per share (2.01) (0.98) (1.87)
Total assets 84,070 105,686 ----
Shareholders equity/
(capital deficiency) (66,560) 508 ----
