SPECS MUSIC INC
NTN 10K, 1995-10-31
RECORD & PRERECORDED TAPE STORES
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                                  OMB APPROVAL
                              OMB NUMBER 3235-0058
                             EXPIRES: JUNE 30, 1994
                            ESTIMATED AVERAGE BURDEN
                           HOURS PER RESPONSE....2.50

                                 SEC FILE NUMBER
                                     0-14323
 
                                 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: July 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 Transition Period Ended: ______________________________

- - --------------------------------------------------------------------------------
  READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.
- - --------------------------------------------------------------------------------

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

- - --------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION

                               SPEC'S MUSIC, INC.
- - --------------------------------------------------------------------------------
Full Name of Registrant

                                       N/A
- - --------------------------------------------------------------------------------
Former Name if Applicable

                              1666 N.W. 82ND AVENUE
- - --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

                              MIAMI, FLORIDA 33126
- - --------------------------------------------------------------------------------
City, State and Zip Code

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;

[X]    (b) The subject annual report, semi-annual report, transition report on
           Form 10-K, Form 20-F, 11-L 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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.

                                  SEE ATTACHED
- - --------------------------------------------------------------------------------

<PAGE>

PART IV -- OTHER INFORMATION

(1)    Name and telephone number of person to contact in regard to this
       notification

       KATHLEEN L. DEUTSCH, ESQ.       (305)          373-9431
       ------------------------------  -------------  --------------------------
                  (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.

                                  SEE ATTACHED
- - --------------------------------------------------------------------------------

                               SPEC'S MUSIC, INC.
       ------------------------------------------------------------------
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  OCTOBER 30, 1995                By /s/ Rosalind S. Zacks
- - ------------------------------------  ------------------------------------------
                                      Title Vice President
                                      ------------------------------------------

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. if the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

- - --------------------------------------------------------------------------------
            INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
                FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
- - --------------------------------------------------------------------------------

                              GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
      Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed copies of this form and amendments
      thereto must be completed and filed with the Securities and Exchange
      Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
      General Rules and Regulations under the Act. The information contained in
      or filed with the Form will be made a matter of the public record in the
      Commission files.

3.    A manually signed copy of the form and amendments thereto shall be filed
      with each national securities exchange on which any class of securities of
      the registrant is registered.

4.    Amendments to the notifications must also be filed on Form 12b-25 but need
      not restate information that has been correctly furnished. The form shall
      be clearly identified as an amended notification.

5.    ELECTRONIC FILERS. This form shall not be used by electronic filers unable
      to timely file a report solely due to electronic difficulties. Filers
      unable to submit a report within the time period prescribed due to
      difficulties in electronic filing should comply with either Rule 201 or
      Rule 202 of Regulation S-T or apply for an adjustment in filing date
      pursuant to Rule 13(b) of Regulation S-T.

<PAGE>

           ATTACHMENT TO SEC FORM 12B-25 - NOTIFICATION OF LATE FILING

PART III - NARRATIVE

     Subsequent to the end of its 1995 fiscal year, the Company's Chief
Financial Officer resigned. The Company has not yet replaced this person. As a
result, the Company's management has been unable to prepare and file the
Company's Form 10-K within the prescribed time period.

PART IV - OTHER INFORMATION

      (3) The Company's net income for the year ended July 31, 1995 was
approximately $1,032,000, or $.20 per share, compared to net income of
$2,817,000, or $.54 per share, for the year ended July 31, 1994. The decline in
net income is primarily due to lower same-store sales and lower gross margins
resulting from increased competition and higher store operation, general and
administration costs associated with new store openings.



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