UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ]
Form 10-Q [ ] Form N-SAR [ ] for period ended: December 31, 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:
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-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.
As of March, 17 1995, Encore Computer Corporation ("Company")
and Gould Electronics Inc.("Gould") agreed to cancel $50,000,000
of indebtedness owed to Gould by the Company under their
revolving loan agreement in exchange for the issuance to Gould
of 500,000 shares of the Company's Series F Convertible
Preferred Stock ("Series F") with a liquidation preference of
$50,000,000. In addition to the exchange of indebtedness for
Series F, the Company and Gould also agreed, among other things,
to amend and restate their Uncommitted Loan Agreement (the
"Credit Agreement"). As amended, the Credit Agreement provides
the Company with an additional committed borrowing facility of
$25,000,000. Because of the material effect of these
transactions on the presentation of 1994 results and the
proximity of the date of the transaction with the filing date of
the Form 10-K, the Company requires additional time to prepare
its 1994 Form 10-K 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 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: March 31, 1995 By: T. MARK MORLEY
T. Mark Morley,
Vice President, Finance
Chief Financial Officer
<PAGE>
ENCORE COMPUTER CORPORATION
Attachment per Instructions to Part IV(3)
Net sales for 1994 were $76,550,000 compared to net sales for
1993 of $93,532,000 with significant declines reported in both
equipment and service sales. Furthermore, unanticipated delays
have occurred in the delivery of Infinity SP systems to Amdahl
Corporation under the terms of the its Reseller Agreement between
the companies.
In connection with deliveries under the Amdahl Reseller
Agreement, during the fourth quarter of 1994 Amdahl informed the
Company it was postponing further deliveries of the Infinity SP
until new versions of the product containing new features and
functionality are made available to them. This action has
resulted in a significant delay in the realization of product
revenues and an increase in inventory, and is largely
responsible for the deterioration of operating cash flows. The
Company has had continuing discussions with Amdahl requesting the
resumption of deliveries under the terms of the Agreement. In
response to a recent notice to cure letter sent by the Company to
Amdahl, Amdahl filed suit in the Delaware Chancery Court on March
29, 1995 to prevent Encore from terminating the Reseller
Agreement. On March 30, 1995, Encore agreed with Amdahl to a
"Stand-Still" Agreement in order to more thoroughly discuss the
contractual issues that exist between the two companies. The
"Stand-Still" Agreement runs until April 14, 1995. At this time,
here can be no assurance that an agreement can be reached between
the companies.
The 1994 net loss will be less than the net loss of $69,565,000
reported in 1993. Included in 1993's results of operations were
one-time non-recurring restructuring charges of $23,265,000. In
1994, lower selling, general and administrative expenses, lower
interest expenses due to lower debt levels, and other expense
improvements were more than offset by lower 1994 gross margins
due in part to lower 1994 net sales, and increased 1994 research
and development expenses incurred in connection with efforts to
accelerate the completion of the Infinity SP.
Total assets increased significantly in 1994 compared to 1993
due principally to increased inventories resulting from the
delay in shipments to Amdahl discussed above. The increase in
total assets combined with lower accounts payable and accrued
expenses, higher 1994 capital spending and other miscellaneous
uses of cash contributed to a significant increase in cash used
in operating and investing activities in 1994 when compared to
cash used in operating and investing activities in 1993.
At December 31, 1994, the Company will report a capital
deficiency due to the net losses incurred during the year.
However as discussed above in Part III above, the Company and
Gould completed a significant refinancing as of March 17, 1995.
As a result of this transaction, on a pro forma basis assuming
the transaction had been completed on December 31, 1994, the
Company would have reported substantial shareholders equity
rather than the capital deficiency.
