U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-16007
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: November 3, 1997
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[ ] 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:
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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.
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: The Village Green Bookstore, Inc.
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Former Name if Applicable: N/A
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1357 Monroe Avenue
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Address of Principal Executive Office (Street and Number)
Rochester, New York 14618
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City, State and Zip Code
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [Paragraph 23,047],
the following should be completed. (Check box, if appropriate)
[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, 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 [Amended in Release No. 34-26589
(Paragraph 72,435), effective April 12, 1989, 54 F.R. 10306.]
[ ] (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 the Form 1O-KSB, 20-F, 11-K,
10-Q, N- SAR, or the transition report or portion thereof could not be filed
within the prescribed time period. [Amended in Release No. 34-26589 (Paragraph
72,435), effective April 12, 1989, 54 F.R. 10306.]
See Exhibit I
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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:
Gary Robinson 716 442-1151
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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).
[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.
The Village Green Bookstore, 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.
THE VILLAGE GREEN BOOKSTORE,
INC.
Date: December 15, 1997 By: /s/ Gary Robinson
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Gary Robinson, General Manager
and Authorized Signatory*
* Attached as Exhibit II are the resolutions of the Registrant's Board of
Directors authorizing Mr. Robinson as a signatory.
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Exhibit I
The Registrant recently completed an inventory reduction sale at two of
its locations and the Registrant's underperforming Buffalo and Perinton stores
were closed after the completion of the sale. The Registrant's stores located on
Monroe Avenue in Rochester, N.Y. and in Doylestown, P.A. remain open.
Additionally, Mr. Raymond C. Sparks, who had been the only executive officer of
the Registrant, recently resigned from his position to pursue other
opportunities.
Accordingly, management's ability to respond to multiple significant
corporate events such as the completion of the inventory reduction sale, the
closing of two of the Registrant's stores, the resignation of its only executive
officer and the filing of a Quarterly Report on Form 10-QSB is limited. As such,
the Registrant could not file its Annual Report on Form 10-QSB on a timely basis
without unreasonable effort or expense.
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Exhibit II
THE VILLAGE GREEN BOOKSTORE, INC.
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
The undersigned, being all of the members of the Board of Directors of The
Village Green Bookstore, Inc., a New York corporation (the "Corporation"),
hereby unanimously consent to the adoption of the following resolutions without
a meeting:
RESOLVED, that the Corporation file a Form 12b-25
Notification of Late Filing ("12b-25") with the
Securities and Exchange Commission with respect to the
filing of the Corporation's Quarterly Report on Form
10-QSB for the fiscal quarter ended November 3, 1997, in
the form attached to this consent as Exhibit A, together
with such changes and modifications as the individual
authorized on behalf of the Corporation to sign the
12b-25 shall approve.
RESOLVED, that the Corporation authorize its
General Manager, Gary Robinson, to sign the 12b-25 on
behalf of the Corporation.
RESOLVED, that either any officer or the General
Manager of the Corporation is hereby authorized to take
any and all action and to execute any and all
instruments and documents as they shall deem necessary
or appropriate to carry out and effectuate the purposes
of the foregoing resolutions, the execution and delivery
of which are to be conclusive evidence of the necessity
or appropriateness of such documents.
This Consent may be executed in various counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same
instrument.
Dated: as of December 15, 1996.
/s/ Steven B. Sands
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Steven B. Sands
/s/ John P. Holmes
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John P. Holmes
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