VECTRA TECHNOLOGIES INC
NT 10-K, 1996-03-29
HAZARDOUS WASTE MANAGEMENT
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                          U.S SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 12b-25

                              NOTIFICATION OF LATE FILING

                                                              SEC FILE NUMBER
                                                                   0-14618

                                                                CUSIP NUMBER
                                                                 922 399 10 0

/X/Form 10-K and Form 10-KSB / /Form 20-F / /Form 10-Q and Form 10-QSB 
/ /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 the 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                   VECTRA Technologies, Inc.
Former Name if Applicable:

Address of Principal Executive Office (STREET AND NUMBER):
5000 Executive Parkway, Suite 500, San Ramon, CA 94583



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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; 
                                                [X] Yes   [ ] No

       (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
                                                [X] Yes   [ ] No

       (c)  The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
                                                [ ] Yes   [X*] No

                                               * Not 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 time period.

The Company is unable to complete its Form 10-K and required financial 
statements at this time without unreasonable effort or expense because of
delays resulting from the Company's high employee turnover and subsequent 
restaffing of its finance department, including a new chief accounting 
officer, controller and accounting manager, in the first quarter of 1996.

- ------------------------------------------------------------------------------

PART IV -- OTHER INFORMATION

- ------------------------------------------------------------------------------

     (1) Name and telephone number of person to contact in regard to this
         notification
              Thomas B. Pfeil                     (510)275-4421
         ----------------------------- ----------------- ----------------------
                    (Name)                (Area Code)      (Telephone Number)

                                     -2-


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     (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


   (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.

The Company expects a significant reduction, in accordance with the 
implementation of FAS 121, to the value of goodwill and other long-lived 
assets reflected on the Company's balance sheet, which will significantly 
reduce the results of operations, intangible assets, other long-lived assets 
and equity. The valuation of the Company's goodwill and other long-lived 
assets has not been completed, so that a reasonable estimate of the results 
cannot be made.

                         VECTRA Technologies, 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:   March 28, 1996         By 
                                      ----------------------------------------
                                      Thomas B. Pfeil, Vice President, Finance

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), evidenced by 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).

                                      -3-




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