[TYPE] NT 10-K
[DOCUMENT-COUNT] 1
[SROS] NASD
[FILER]
[CIK] 0000764037
[CCC] ekj*4kwx
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, 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.
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.
The Company expects to complete an agreement with it's principal
lender and shareholder that will provide the Company
with new equity financing and an extended borrowing facility.
Because of the material effect on the presentation of 1995
results, the Company has delayed submission of its 1995 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 S. 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: April 2, 1996 By: KENNETH S. SILVERSTEIN
Kenneth S. Silverstein,
Chief Accounting Officer
ENCORE COMPUTER CORPORATION
Attachment per Instructions to Part IV(3)
Net sales for 1995 were $49,328,000 compared to net sales for
1994 of $76,550,000 with significant declines reported in both
equipment and service sales.
Despite the availability of new technology products such as the
Infinity SP and the Infinity R/T and continued enhancements to
the other traditional product lines, 1995 sales continued to
decrease from prior years. This decline is due in large part to
the termination of the agreement between the Company and Amdahl
Corporation (the Amdahl Reseller Agreement). Under the terms of
the Amdahl Reseller Agreement it was anticipated that Amdahl
would acquire significant quantities of the Company's products
during 1995. Additional reasons for the decline include the
delay in the acceptance of the Company's new technology products
in the information systems marketplace, and the on-going decline
in real-time and open system computer sales.
The net loss for 1995 was $81,354,000 compared to a loss of
$54,556,000 reported in 1994. Included in 1995's results of
operations were one-time non-recurring restructuring charges of
$4,499,000. In 1995, lower selling, general and administrative
expenses, lower interest expenses due to lower debt levels, and
other expense improvements were more than offset by lower 1995
gross margins due in part to lower 1995 net sales, costs
associated with the termination of the Amdahl Reseller Agreement
and increased 1995 research and development expenses incurred in
connection with efforts to accelerate the completion of the
Infinity SP.
Total assets decreased significantly in 1995 compared to 1994 due
principally to the write off of accounts receivable of
$2,735,000, of inventory of $12,367,000 and fixed assets of
$1,782,000 resulting from cancellation of the Amdahl Reseller
Agreement. The decrease in total assets combined with lower 1995
capital spending and other miscellaneous uses of cash which more
than offset lower accounts payable and accrued expenses, to
decrease cash used in operating and investing activities in 1995
when compared to 1994.
At December 31, 1995, the Company shareholders' equity was
$2,514,000 compared to a capital deficit of $22,040,000 as of
December 31, 1994.
For the years ended
December 31,
Actual
(UNAUDITED)
(in thousands except per share data) 1995 1994
Net sales 49,328 $ 76,550
Net loss (81,354) (54,556)
Net loss per share (2.37) (1.68)
Total assets 71,505 98,762
Shareholders equity/
(capital deficiency) 2,154 (22,040)
