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] Form10-Q
[ ] Form N-SAR [ ] for period ended: July 2,1995.
[ ] 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
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.
<PAGE>
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.
It is expected that as of August 17, 1995, Encore Computer
Corporation ("Company") and Gould Electronics Inc. ("Gould")
will agree to cancel $55,000,000 of indebtedness owed to Gould
by the Company under their revolving loan agreement in exchange
for the issuance to Gould of 550,000 shares of the Company's
Series G Convertible Preferred Stock ("Series G") with a
liquidation preference of $55,000,000. In addition to the
exchange of indebtedness for Series G, the Company and Gould
will also agree, among other things, to amend and restate their
loan agreement (the "Credit Agreement"). As amended, the
Credit Agreement provides the Company with an additional
uncommitted borrowing facility of up to $20,000,000. Because of
the material effect of these transactions on the presentation of
the Company's financial results for the period ending July 2,
1995 and the proximity of the closing with the filing date of
Form 10-Q, the Company requires additional time to prepare its
second quarter Form 10-Q 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: August 17, 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 six month periods of
1995 were $11,631,000 and $24,866,000 respectively compared
to those for the first three and six month periods of 1994,
of $22,336,000 and $41,825,000, respectively. For the three
and six month period ending July 2, 1995 the net loss
incurred was $35,311,000 and $54,493,000 respectively
compared to the net loss for the same periods of 1994 of
$10,949,000 and $19,853,000 respectively.
On June 8, 1995, 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. However, because of the
termination of the Amdahl Agreement, product sales have
fallen well short of expectations and all elements of the
Company's results of operations have been adversely
affected. Accordingly, during the second quarter of 1995,
the Company recorded a charge to earnings in the amount
$19,241,000 related to the termination of the Amdahl
Agreement. This includes an $11,442,000 charge to cost of
sales to reduce the inventory carrying amount to the estimated
net realizable value as well as a $2,800,000 charge to cost
of sales for uncollected Amdahl accounts receivable; a
$4,499,000 non-recurring restructuring charge and a $500,000
charge to research and development to write down capitalized
software projects in process.
In the second 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 three month
period ending July 2, 1995, compared to 1994 due principally
to a decrease in inventory and accounts receivable resulting
from the cancellation of the Amdahl Agreement and the over
all decline in the Company's net sales. The decrease in
total assets combined with lower accounts payable and capital
spending contributed to a significant increase in cash used
in operating activities and a decrease in cash used for
investing activities for the three month period ended July 2,
1995 when compared to cash used in operating and investing
activities for the same period in 1994.
As of July 2, 1995, the Company will report a capital
deficiency of $29,234,000. However as discussed in Part III
above, the Company and Gould expect to complete a
significant refinancing as of August 17, 1995. As a result
of this transaction, on a proforma basis assuming the
transaction had been completed on July 2, 1995, the Company
would have reported shareholders' equity of $28,966,000
rather than a capital deficiency.
<PAGE>
For the six month periods ended July 2,
1995 and July 3, 1994
Actual
______________(UNAUDITED)________
Proforma
(in thousands except per share data) 1995 1995 1994
Net sales $ 24,866 $ 24,866 $41,825
Net loss (54,493) (54,493) (19,853)
Net loss per share (1.51) (1.51) (.64)
Total assets 74,630 74,630 84,487
Shareholders' equity/
(capital deficiency) $ 28,966 (29,234) 11,357
