UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q
[ ] Form N-SAR [ ] for period ended: October 2, 1994.
[ ] 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:
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PART I -- REGISTRANT INFORMATION
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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
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PART II -- RULES 12b-25(b) and (c)
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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.
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PART III -- NARRATIVE
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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.
Two significant events occurred at the end of the Company's
fiscal quarter which have an effect on its ability to file
Form 10-Q on a timely basis as noted below:
(1) On September 30, 1994, Encore Computer Corporation
("Encore" or the "Company") and Amdahl Corporation
("Amdahl") entered into an agreement to amend the Reseller
Agreement between Encore and Amdahl under which Amdahl will
distribute the Company's Infinity SP(TRADEMARK) under the Amdahl
brand. Because the amendment has a material effect on the
Company's business, Encore determined the amended contract
must be filed with the Securities and Exchange Commission as
required by Item 601 of Regulation S-K. However, certain
information contained in the contract is of a confidential
nature. Accordingly, the Company will request the
confidential treatment of certain parts of the contract. In
this connection, the Company is preparing a redacted version
of the amended contract for filing with its Form 10-Q for
the period ended October 2, 1994. Due to the size,
complexity and confidential nature of the document, at
November 16, 1994 the redaction of the amended contract has
not yet been completed.
(2) On October 2, 1994, the Company completed a significant
sales transaction related to its new product offering.
Because of the significance of the transaction on the
operating results of the quarter, the Company considered it
appropriate to collect certain additional documentation
beyond that which is usually collected at the time of a
sale. This information was not available in time to permit
the timely filing of Form 10-Q.
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PART IV -- OTHER INFORMATION
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(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: November 16, 1994 By: T. MARK MORLEY
T. Mark Morley
Vice President, Finance
Chief Financial Officer
ENCORE COMPUTER CORPORATION
Attachment per Instruction Part IV(3)
Total net sales for the three and nine month periods of 1994 were
$16,558,000 and $58,383,000, respectively compared to those for
the three and nine month periods of 1993 of $21,431,000 and
$72,191,000, respectively. The Company continues to be adversely
impacted by declining real-time product sales. New product sales
through October 2, 1994 have been insufficient to offset sales
declines experienced in the older real-time product lines.
Although the sale of new product offerings has increased in the
nine month period of 1994, such improvements have been offset by
steeper declines in traditional real-time product sales.
For the three month period of 1994 operating losses increased
from those of 1993 by $702,000 as lower selling, general and
administrative expenses were offset by lower gross margins on the
period's lower net sales and higher research and development
expenses as efforts were accelerated to finalize productization
of certain new products. For the nine month period, however, the
operating loss decreased by $10,961,000 as the nine month period
of 1993 included a restructuring charge of $12,843,000. The 1993
restructuring charge combined with lower 1994 operating expense
levels was partially offset by lower 1994 gross margins
attributable to the sales decline.
The net loss for the three month period of 1994 decreased by
$142,000 as the higher operating loss for the period was
partially offset by lower interest expense on lower 1994 debt
levels and lower foreign exchange losses. For the nine month
period, net losses decreased by $14,616,000 due to lower
operating losses as well as lower interest expense and foreign
exchange losses.
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<C> <S>
For the Three Months Ended For the Nine Months Ended
(in thousands except October 2, October 3, October 2, October 3,
per share data) 1994 1993 1994 1993
--------- --------- --------- ---------
Net sales $ 16,558 $ 21,431 $ 58,383 $ 72,191
Operating loss (9,879) (9,177) (28,762) (39,723)
Net loss (10,761) (10,903) (30,614) (45,230)
Net loss per
common share (0.36) (0.33) (1.00) (1.33)
October 2, December 31,
(in thousands) 1994 1993
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Total assets $ 99,356 $ 84,070
Total shareholders' equity/
(capital deficiency) 1,278 (66,560)
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