PHOENIX INFORMATION SYSTEMS CORP
NT 10-K, 1997-06-26
BUSINESS SERVICES, NEC
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                                 UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                 FORM 12b-25


                                              OMB APPROVAL
                                              OMB Number:             3235-0058
                                              Expires:            June 30, 1994
                                              Estimated average burden
                                              hours per response...........2.50

                                              SEC FILE NUMBER     0-26532

                                              CUSIP NUMBER      719077109


                         NOTIFICATION OF LATE FILING

  (Check One): /x/ Form 10-K    / / Form 20-F    / / Form 11-K    / / Form 10-Q

              / /  Form N-SAR

For Period Ended: 3/31/97
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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: 
                                 ----------------------------------------------


     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: 
                                                        -----------------------

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                       PART I.  REGISTRANT INFORMATION

Full name of registrant: PHOENIX INFORMATION SYSTEMS CORP.
                        -------------------------------------------------------

Former name, if applicable:

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Address of principal executive office (Street and number):

 100 Second Avenue South, Suite 1100,
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City, State and Zip Code:  St. Petersburg, Florida 33701
                         ------------------------------------------------------



                      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 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;

/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 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.



                            PART III.  NARRATIVE

     State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed.)


    The Company has requested the staff of the Securities and Exchange
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Commission (Chief Accountant's Office), for an interpretation of certain
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accounting rules and is awaiting the staff's response as of June 26, 1997. For
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this reason, additional time is necessary to file the Form 10-K.
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<PAGE>   2
                         PART IV. OTHER INFORMATION


     (1) Name and telephone number of person to contact in regard to this
notification:

Steven Morse, Esq.                       516                      487-1446
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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) 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.

approximately 1996 net loss - $9,704,318; 1997/net loss - $11,700,000
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                       PHOENIX INFORMATION SYSTEMS CORP.
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                  (Name of registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date June 26, 1997         By  Peter J. Ford,
    --------------------   -----------------------------------------------------
                               Vice President and     
                               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 (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 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 (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.



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