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, 1996.
[ ] 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 19, 1997, Encore Computer Corporation ("Company") and Gould
Electronics Inc. ("Gould") agreed to cancel $40,000,000 of indebtedness owed
to Gould by the Company under their revolving loan agreement in exchange for
the issuance to Gould of 400,000 shares of the Company's Series I Convertible
Preferred Stock ("Series I") with a liquidation preference of $40,000,000.
In addition to the exchange of indebtedness for shares of Series I, the
Company and Gould also agreed to amend the Credit Agreement to (i) reduce
the maximum amount which can be borrowed by the Company from $80 million
to $50 million and (ii) provide that any borrowings in excess of $41,910,422
(the principal amount outstanding on March 19, 1997 after giving effect to
the exchange of indebtedness for shares of Series I) may be made only at
the discretion of Gould. All borrowings under the Credit Agreement, plus
accrued interest, are due and payable on April 30, 1997.
Because of the material effect of these transactions on the presentation of
1996 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
1996 Form 10-K report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Edward J. Baker 954 797-5750
(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 1, 1997 By:KENNETH G. FISHER
Kenneth G. Fisher,
Chairman of the Board
Chief Executive Officer
Date: April 1, 1997 By:EDWARD J. BAKER
Edward J. Baker,
Corporate Controller
Chief Accounting Officer
ENCORE COMPUTER CORPORATION
Attachment per Instructions to Part IV(3)
Net sales for 1996 were $47,627,000 compared to net sales for 1995 of
$49,328,000. Equipment sales increased 25% in 1996 to $27,600,000 when
compared to $22,005,000 in 1995. Service revenues for 1996 and 1995 were
$20,027,000 and $27,323,000, respectively.
Equipment sales as a percentage of total net sales in 1996 and 1995 were 58%
and 45%, respectively. This increase is primarily due to; (i) sales of the
Company's Storage Products of $6,603,000, (ii) steady sales in real-time
computers, and (iii) the continued decline in service sales. Continued
declining service revenues reflect the effect on the service business of;
(i) the Company's continued decline in equipment sales, (ii) the price
competitiveness of the marketplace, (iii) the completion of long running
government programs and subsequent deinstallation of systems and (iv) longer
warranty periods for Storage Product equipment sales required to compete in
the marketplace.
The net loss for 1996 was $66,767,000 compared to a loss of $81,354,000
reported in 1995. Included in 1995's results of operations were one-time
non-recurring restructuring charges of $4,499,000, plus and adjustment of
$14,242,000 in equipment cost of sales in connection with the termination of
the Amdahl Reseller Agreement. Equipment and service gross margins declined
in 1996 as a result of the Company's efforts to penetrate the storage
marketplace. In 1996, lower selling, general and administrative expenses and
research and development expenses were incurred when compared to 1995 due
primarily to restructuring actions taken in 1995.
Total assets increased significantly in 1996 compared to 1995 due principally
to increased inventory associated with the launch of the Storage Product.
The Company has acquired significant inventories, provided product to customers
on a trial basis, and continues to improve product features and functionality
Capital spending for 1996 was $7,433,000 compared to $7,335,000 in 1995.
Purchases of Customer Service spare parts in support of the Storage Product
accounted for 40% of total capital spending in 1996.
At December 31, 1996, the Company shareholders' equity on a pro forma basis
including the effect of the exchange of indebtedness for Series I was
$9,771,000 compared to a $2,514,000 as of December 31, 1995.
For the years ended
December 31,
Actual
(UNAUDITED)
(in thousands except per share data) 1996 1995
Net sales 47,627 $ 49,328
Net loss (66,767) (81,354)
Net loss per share (2.09) (2.37)
Total assets 76,266 72,537
Shareholders equity/
(capital deficiency) (30,045) 2,514
Pro Forma Shareholders equity
(effect of Recapitalization) 9,771
