UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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OMB Number: 3235-0058
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hourse per response: 2.50
SEC FILE NUMBER
1-17020
CUSIP NUMBER
57 7310-10-8
(Check One):
/ / Form 10-KSB / / Form 20-F / / Form 11-K / x / Form 10-Q / / Form N-SAR
- -- -- -- -- --
For Period ended: September 30, 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:
Read Instruction (on back page) 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
Larson Davis Incorporated
Full Name of Registrant
N/A
Former Name if Applicable
1681 West 820 North
Address of Principal Executive Office (Street and Number)
Provo, Utah 84601
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;
(b) The subject annual report, semi-annual report, transition report on
/x/ Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the
prescribed due date; of 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.
See attached.
(Attach Extra Sheets if Needed)
SEC 1344 (6/93)
PART IV -- OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this
notification
Craig E. Allen (801) 375-0177
(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 reports) 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. SEE ATTACHED EXPLANATION.
Larson Davis Incorporated
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 14, 1997 By /s/ Craig E. Allen
Craig E. Allen, Principal Financial and
Accounting 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).
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 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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
Attachment to Form 12b-25 Notification of Late Filing
The Registrant was unable to complete its internal review of the
information contained in the report on Form 10-Q for the quarter ended
September 30, 1997, in sufficient time to meet the prescribed filing date.
The Registrant's results of operations changed from the prior year
comparative periods. Net sales for the three and nine months ended
September 30, 1997, were approximately $2,320,000 and $6,670,000,
respectively, compared to approximately $2,160,000 and $6,260,000 for
the comparable periods of the prior year. Net loss for the three and
nine months ended September 30, 1997, were approximately $1,530,000
($0.13 per share) and $4,350,000 ($0.38 per share), respectively,
compared to approximately $470,000 ($0.05 per share) and $2,400,000
($0.26 per share) for the comparable periods of the prior year. The
Registrant's working capital decreased from approximately $6,570,000
at December 31, 1996, to approximately $6,140,000 at September 30, 1997.
