UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FILE NUMBER
1-11046
FORM 12B-25
NOTIFICATION OF LATE FILING
CUSIP NUMBER
890530 10 8
(Check One)X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
For Period Ended: September 30, 1996
(X) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the Transition Period Ended: September 30, 1996
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ead Instructions (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
TOP SOURCE TECHNOLOGIES, INC.
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Full Name of Registrant
TOP SOURCE, INC.
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Former Name if Applicable
7108 Fairway Drive, Suite 200
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Address of Principal Executive Office (Street and Number)
Palm Beach Gardens, Florida 33418
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City, State and Zip Code
PART II - RULES 12b 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
bet be eliminated without unreasonable effort or expense:
(b) The subject annual report, semi-annual report, transition, report on Form
10-K, Form 20-F, 11-K Form N-SARI, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of 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 of other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the 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.
SEC 1344 (11-91)
The registrant can not file its annual 10-K by the schedule due date for two
reasons:
1. On October 29, 1996, the Company sold substantially all of the assets of
its wholly-owned subsidiary, United Testing Group, Inc. ("UTG"). Negotiation and
final execution of this transaction required a substantial time committment from
the Registrant's Chief Financial Officer and his staff. Subsequent to closing
the transaction, the Chief Financial Officer spent additional time winding down
the activities of the subsidiary, and interfacing with the buyer of the
subsidiary who also signed a Marketing Agreement with the Company on November
14, 1996 to become a sales agent in the petrochemical processing industry for
the Company's On-Site Analyzers. This has delayed normal year-end closing
procedures and required audit procedures.
2. Additionally, the Registrant is in the process of moving its Atlanta
based subsidiary, On-Site Analysis, Inc. to the Detroit, Michigan area to be in
closer proximity to key markets. This resulted in a restructuring charge
stemming from the movement of certain personnel, the termination of others and
relocation charges. Again, this required a substantial time commitment from the
entire accounting department.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Natan (561) 775-5756
(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 reports) been filed? If answer is no,
identify report(s).
xx
-------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?
xx
------- Yes No
The Registrant's fiscal 1996 loss before restructuring charge, loss from
the sale of the UTG assets, and deferred tax adjustments, is comparable to the
fiscal 1995 loss.
TOP SOURCE TECHNOLOGIES, 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
hereunto duly authorized.
/s/ David Natan
Date: December 20, 1996 By: David Natan
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.
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