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2983
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-14992
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NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
For Period Ended: September 30, 1996
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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: N/A
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PART I. REGISTRANT INFORMATION
Full name of registrant: SMITH TECHNOLOGY CORPORATION (formerly Smith
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Environmental Technologies Corporation)
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Address of principal executive office (Street and number)
3501 JAMBOREE ROAD, SUITE 550
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City, State and Zip Code NEWPORT BEACH, CA 92660
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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
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.)
The Registrant, whose fiscal year ended September 30, 1996, cannot file its
annual report on Form 10-K within the prescribed time period because the
Registrant is continuing to compile financial information necessary to complete
its Form 10-K. On June 27, 1996, a Construction Industry Arbitration Tribunal
formed under the rules of the American Arbitration Association issued a binding
award of $4.5 million in favor of NL Industries, et al (the "PRP Group")
against the Registrant. The Registrant is presently engaged in the execution of
final documentation of its settlement agreement with the PRP Group regarding
the award. Further, the Registrant is presently engaged in discussions with its
senior lenders regarding the terms of its credit agreement which could also
have a significant impact on the Registrant's financial statements and is
dependent upon finalization of the PRP Group settlement. The Registrant has
devoted extensive time and resources to the aforementioned negotiations, which
efforts have further hindered the Registrant's ability to file the Form 10-K
without unreasonable expense and effort. Additionally, the Registrant is
evaluating certain other unresolved financial issues which could have an impact
on the Registrant's financial statements. These identified matters may have
significant ramifications to the balance sheet and notes to the financial
statements to be presented in the 10-K.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William T. Campbell 714 737-7900
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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 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.
SMITH TECHNOLOGY CORPORATION
(FORMERLY SMITH ENVIRONMENTAL TECHNOLOGIES CORPORATION)
ATTACHMENT TO FORM 12b-25
The Company incurred a net loss of $19.9 million for fiscal year 1996 as
compared to net income of approximately $1.7 million for the 12 month period
ended September 30, 1995. The Company believes a significant portion of the
fiscal 1996 loss can be attributed to non-recurring events and that operating
result and cash flows will improve significantly in 1997.
During 1996, the Company experienced little increase in revenues due to declines
in engineering services revenues caused by a severe winter in the Northeast,
reduced pass-thru costs associated with sub contractors and general market
conditions. Revenues were also negatively impacted during the fiscal year by
delays in the Federal Government budget approval process affecting revenues from
the Company's EPA ERCS contracts and its engineering services contracts with the
U.S. Army Corps of Engineers. For the most part, revenues under these contracts
have been deferred to a later period subject to contract funding and time period
limitations. The Company's gross profit decreased by $7.4 million or 36.1% in
fiscal year 1996 due primarily to reduced project profit margins in the
Company's remediation services operations, the impact of Federal Government
budget delays, contract adjustments and severe winter weather in the Northeast.
Additionally, the Company recorded a charge of approximately $8.9 million in
the fourth quarter related to its settlement of the NL Industries arbitration
award which settlement was comprised of the $4.5 million obligation to the PRP
Group, the write-off of project-related equipment of $2.5 million and accounts
receivable of $1.5 million, and approximately $400,000 of associated legal and
consulting fees. The Company also incurred approximately $800,000 of legal and
consulting fees in prior quarters in the 1996 fiscal year resulting in a total
charge to earnings of $9.7 million.
The Company's net loss is primarily attributable to the factors set forth above,
which, as indicated, the Company believes are non-recurring events.
The table below compares the consolidated statement of operations for the year
ended September 30, 1996 with the unaudited twelve month period ended September
30, 1995.
<TABLE>
<CAPTION>
12 MONTHS ENDED
YEAR ENDED SEPTEMBER 30, 1995
SEPTEMBER 30, 1996 (UNAUDITED)
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<S> <C> <C>
Revenues ............................. $ 165,632 $ 166,257
Cost of Revenues ..................... 152,535 145,723
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Gross profit ...................... 13,097 20,534
Selling, general, and administrative
expenses ............................ 14,218 13,527
Amortization of intangibles, goodwill
and deferred financing fees ......... 1,957 1,335
Special Items ........................ 11,811 393
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(Loss) Income from operations ........ (14,889) 5,279
Interest expense ..................... 4,417 3,413
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Income before share in earnings
of unconsolidated affiliate and
income tax .......................... (19,306) 1,866
Share in earnings of unconsolidated
affiliates........................... 375 103
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(Loss) income before taxes and
extraordinary charge ................ (18,931) 1,969
Income tax (benefit) expense ......... (419) 310
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(Loss) income before extraordinary
charge .............................. (18,512) 1,659
Extraordinary charge on
debt refinancing ................... (1,395) --
Net (loss) income .................... (19,907) 1,659
Dividends and accretion on
redeemable preferred Stock .......... 587 552
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Net income applicable to
common stock ........................ $ (20,494) $ 1,107
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Weighted average number of common
and common equivalent shares
outstanding ......................... 5,911,246 5,897,881
(Loss) earnings per common and
common equivalent share ............. $ (3.47) $ 19
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</TABLE>
Smith Technology Corporation
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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 December , 1996 By /s/
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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.
