SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-26088
(Check one)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 201I [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended February 29, 1996
[ ] Transition Report on Form 10-K and form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended
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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 PCT Holdings, Inc.
Former name if applicable
Address of principal
executive office 434 Olds Station Road
City, State and Zip Code Wenatchee, Washington 98801
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PART II
RULE 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 appropriate box.)
[X] (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 Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, 10-QSB, 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, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period. (Attach extra sheets
if needed.)
As previously reported by Registrant on Forms 8-K dated September 28,
1995, and November 30, 1995, Registrant entered into an Agreement and Plan
of Merger with Morel Industries, Inc., a Washington corporation ("Morel"),
pursuant to which Morel Acquisition Corporation, a Washington corporation
and subsidiary of Registrant formed for the purpose of effecting the
acquisition of Morel, was merged into Morel effective, for accounting
purposes, as of November 30, 1995 (the "Merger"). Although the Merger was
accounted for as a pooling of interests, Registrant recently has concluded,
in consultation with its accounting advisors, that the transaction does not
meet all the conditions necessary to be accounted for as a pooling of
interests. As a result, Registrant's accounting personnel must revise
Registrant's financial statements to reflect the change from pooling of
interests to purchase accounting, and to report Registrant's financial
condition and results of operations accordingly. Registrant's accounting
personnel have been unable, absent unreasonable effort or expense, to
complete the necessary revisions to Registrant's financial statements and
to prepare and finalize the other disclosures required by Form 10-QSB by
the prescribed due date.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Nick A. Gerde (509) 664-8000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
or 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). [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? [ ] Yes [X] 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.
PCT HOLDINGS, 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 April 15, 1996 By /s/ DONALD A. WRIGHT
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President and Chief Executive Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
