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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
Commission File Number: 0-14315
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, 1998
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[ ] 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 the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant: Aegis Communications Group, Inc.
Former Name if Applicable: ATC Communications Group, Inc.
Address of Principal Executive Office (Street and Number): 7880 Bent Branch
Drive, Suite 150
City, State and Zip Code: Irving, Texas 75063
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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)
| (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
[X] | prescribed due date; or the subject quarterly report of 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 Forms 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. (Attach extra sheets if needed.)
The Registrant is unable to file its Form 10-K for the fiscal year ended
December 31, 1998 by March 31, 1999 without unreasonable effort or expense. On
July 9, 1998, the Registrant completed the acquisition of IQI, Inc. The
acquisition was effected through the merger of a wholly-owned subsidiary of the
Registrant with and into IQI pursuant to an Agreement and Plan of Merger dated
April 7, 1998. The merger necessitated integrating each of ATC's and IQI's
separate accounting systems into one unified system. Due to unexpected
difficulties in integrating the two systems, the Registrant has encountered
unanticipated delays in extracting and compiling the necessary information to
finalize its financial statements by March 31, 1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Matthew S. Waller 972 972-830-1800
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(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 answer is
no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant changes in results of operations
from the corresponding period for the last fiscal year will be reflected
by
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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.
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Aegis Communications Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 1999 By: /s/ Matthew S. Waller
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Matthew S. Waller
Chief Financial Officer
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). |
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EXPLANATION OF ANTICIPATED CHANGE IN RESULTS OF OPERATIONS
On July 9, 1998, the Registrant completed the acquisition of IQI, Inc.
The acquisition was effected through the merger of a wholly-owned subsidiary of
the Registrant with and into IQI pursuant to an Agreement and Plan of Merger
dated April 7, 1998. The merger has been accounted for as a reverse purchase,
meaning that for accounting purposes, IQI is the surviving corporation and is
treated as having acquired the Registrant in a purchase accounting transaction.
The results of operations reflect the merger. For example, total revenues
increased $94.2 million, or 70%, to $228.0 million during 1998, primarily as a
result of the merger, and excluding restructuring and other non-recurring
charges of approximately $8.4 million ($5.2 million, net of taxes, or $0.13 per
share), the Registrant experienced a net loss of approximately $2.5 million, or
$0.06 per share, for 1998 as compared to a net loss of approximately $1.0
million, or $0.04 per share.
