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 1, 1995.
[ ] 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
<PAGE>
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 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.
In the second quarter, Encore announced that the reseller agreement between
Encore and Amdahl for the sale of Encore's Storage Products by Amdahl had
been terminated. The Company's inventory levels and overhead costs were
based on a plan designed to meet accelerating sales commitments defined
in the Amdahl Agreement. Because of the implications resulting from
termination of the Amdahl Agreement and the delay of the acceptance of the
Company's new Storage Products in the market place, management decided to
reassess the carrying value of the Company's inventory. Management is
evaluating whether the Company's reserve for obsolescence is adequate
in light of the above events. Until such reassessment is completed the
Company cannot reasonably estimate its results of operations for the three
and nine month periods ended October 1, 1995.
<PAGE>
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 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.
ENCORE COMPUTER CORPORATION
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 16, 1995
By: KENNETH G. FISHER
Kenneth G. Fisher
Chairman of the Board
Chief Executive Officer
By: KENNETH S. SILVERSTEIN
Kenneth S. Silverstein
Corporate Controller
Chief Accounting Officer
<PAGE>
ENCORE COMPUTER CORPORATION
Attachment per Instructions to Part IV(3)
Total net sales for the first three and nine month periods of 1995 were
$9,866,000 and $34,732,000 respectively compared to those for the first
three and nine month periods of 1994, of $16,558,000 and $58,383,000,
respectively.
In the second quarter, Encore announced that the reseller agreement between
Encore and Amdahl for the sale of Encore's Storage Products by Amdahl had
been terminated. The Company's inventory levels and overhead costs were
based on a plan designed to meet accelerating sales commitments defined in
the Amdahl Agreement. Because of the implications resulting from
termination of the Amdahl Agreement and the delay of the acceptance of the
Company's new Storage Products in the market place, management decided to
reassess the carrying value of the Company's inventory. Management is
evaluating whether the Company's reserve for obsolescence is adequate in
light of the above events. Until such reassessment is completed the
Company cannot reasonably estimate its results of operations for the three
and nine month periods ended October 1, 1995.
In the third quarter lower selling, general and administrative expenses,
lower interest expenses due to lower debt levels, and other expense
improvements were more than offset by lower gross margins due in part to
lower net sales, and increased research and development expenses incurred
in connection with efforts to accelerate the completion of the Infinity
Storage Product.
Total assets decreased significantly for the nine month period ending
October 1, 1995, compared to 1994. Upon completion of management's
reassessment of the Company's inventory reserve for obsolesce, total assets
may be further decreased for the nine month period ended October 1, 1995.
