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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
CUSIP NUMBER
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K
/x/ Form 10-Q / / Form N-SAR
For Period Ended: April 30 1997
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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:
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
Delta Computec Inc.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
900 Huyler Street
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Address of Principal Executive Office (Street and Number)
Teterboro, New Jersey 07608
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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)
/ / (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-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 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, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Registrant needs additional time to file due to changes that have been
agreed to today. Such changes positively affect the Company's financing and
liquidity, requiring disclosures in the Form 10-Q filing for the period ended
April 30, 1997, making it impossible to complete the report by the due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Frank J. Donnelly (201) 440-8585
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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). / / Yes /x/ No
Proxy Material as to be included in Part III, Form 10-K Report For The Year
Ended October 31, 1995
Form 10-K Report For The Year Ended October 31, 1996
(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.
Delta Computec 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: June 16, 1997 By /s/ Frank J. Donnelly
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Frank J. Donnelly, Chief Financial Officer
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The Company's net income from continuing operations for the three months ended
April 30, 1997 was $36,306 (1.1%), or less than $.005 per share (on 15,681,157
weighted average common shares outstanding for the three months ended April 30,
1997), compared to net income from continuing operations of $58,964 (1.9%), or
$.01 per share for the three months ended April 30, 1996 (on 6,811,575 weighted
average common shares outstanding for the three months ended April 30, 1996).
Net income from continuing operations for the six months ended April 30, 1997
was $336,878 (4.8%), or $.02 per share (on 13,769,539 weighted average common
shares outstanding for the six months ended April 30 1997), compared to net
income from continuing operations of $10,622, or less than $.005 per share for
the six months ended April 30, 1996, (on 6,811,575 weighted average common
shares outstanding for the six months ended April 30, 1996). The improvement of
$326,256 in net income from continuing operations for the six months ended
April 30, 1997 reflected the earnings benefit from a new project started in
October, 1996 plus a growth in the Company's core business as management was
able to refocus its energies and concentrate on developing its continuing
business.
The Registrant's lending agreement with its commercial lenders, who are also its
principal shareholders and controlling persons, has been amended to, among other
matters, extend the term of the lending agreement to March 31, 1997, and this
date was subsequently further extended until April 30, 1997 and then to June 30,
1998. The maximum amount of the loan has also been increased from $2,550,000 to
$2,950,000. If any loans are ever made in excess of the Available Borrowing Base
(as defined in the lending agreement), such excess amounts shall bear interest
at 5% over the Prime Rate. The lenders and the Registrant have also revised the
factors determining the basis upon which receivables will be eligible for
inclusion in the Borrowing Base. The Registrant's management believes that this
amended lending agreement will provide it with necessary liquidity and cash
resources.
