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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-14618
(Check one): CUSIP NUMBER
922 399 10 0
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] 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:
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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.
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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
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Full Name of Registrant: VECTRA Technologies, Inc.
Former Name if Applicable: N/A
Address of Principal Executive
Office (Street and Number): 2333 San Ramon Valley Blvd., Suite 225
City, State and Zip Code: San Ramon, CA 94583
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PART II - RULES 12B-25(b) AND (c)
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If the subject report could not be completed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed (Check 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 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.
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PART III - NARRATIVE
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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.
VECTRA Technologies, Inc. (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 Chapter 11 bankruptcy
filing and the resistance of a related creditors committee to the expenditure of
funds for an audit. Due to the foregoing, the Company requested modified
reporting relief from the Division of Corporation Finance on March 24, 1998, but
has yet to receive such relief.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Thomas B. Pfeil (501) 552-3821
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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 the answer is no,
identify report(s).
[ ] Yes [X] No*
* Form 10-Q for the quarter ended September 30, 1997
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(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.
In 1997, the Company experienced a significant decrease in its results of
operations and, as a consequence, on October 2, 1997, filed a successful
petition for relief under Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Western
District of Washington (the "Bankruptcy Court"). Since its petition, the
Company has managed its assets as a "debtor-in-possession" pursuant to the
Bankruptcy Code and remains in operation solely to complete liquidation of the
Company. Consistent with this intention, on November 4, 1997, the Bankruptcy
Court approved the sale of virtually all of the Company's assets to
Transnuclear, Inc. ("Transnuclear"). The Transnuclear sale generated liquid
funds to be distributed to the Company's creditors; however, it presently
appears that such funds will be insufficient to satisfy unsecured creditors in
full or provide for a significant distribution to the Company's shareholders.
VECTRA Technologies, 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
thereunto duly authorized.
Date March 31, 1998 By /s/ Thomas B. Pfeil
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Thomas B. Pfeil,
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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