BARRYS JEWELERS INC /CA/
NT 10-K, 1996-08-29
JEWELRY STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12B-25

                                                  Commission File Number 0-15017

                          NOTIFICATION OF LATE FILING

  (Check One):   [X] Form 10-K      [  ] Form 11-K    [  ] Form 20-F [  ] 10-Q


[  ] Form N-SAR

For Period Ended:  MAY 31, 1996

[  ]  Transition Report on Form 10-K       [  ] Transition Report on Form 10-Q
[  ]  Transition Report on Form 20-F       [  ] Transition Report on Form N-SAR
[  ]  Transition Report on Form 11-K

For the Transition Period

Ended:__________________________________________________________________________


  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.

  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         BARRY'S JEWELERS, INC.

Former name if applicable

Address of principal executive office (Street and number) 111 WEST LEMON AVENUE

City, State and Zip Code       MONROVIA, CALIFORNIA  91016

                       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 Form 10-K, 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, 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 Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period.  (Attach extra sheets if needed.)
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         (1)  Name and telephone number of person to contact in regard to this
notification

            PETER JUZWIAK, ESQ.            (213)               229-0562
- -------------------------------------------------------------------------------
                 (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).
                                                              [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.

                            BARRY'S JEWELERS, 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   AUGUST 29, 1996        By            THOMAS S. LISTON
    ----------------------      -----------------------------------------
                                Thomas S. Liston, 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.

                                   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 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 the 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 or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
<PAGE>   3

ATTACHMENT TO FORM 12B-25
BARRY'S JEWELERS, INC.

PART III - NARRATIVE

         The registrant has been engaged in a significant refinancing involving
the amendment and restatement of its revolving credit facility to increase the
borrowing availability thereunder from $20 million to $85 million, the
termination of its receivables securitization facility and the amendment of
the indenture pertaining to its senior notes to permit such refinancing. As a
result, management resources have been devoted to such transactions, resulting
in a delay in the preparation of the registrant's Form 10-K.

PART IV - OTHER INFORMATION

         It is anticipated that the registrant will report a net loss of
approximately $2.8 million for the year ended May 31, 1996 as compared to
net income of approximately $1.9 million for the year ended May 31, 1995.




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