TOP SOURCE TECHNOLOGIES INC
NT 10-Q, 1997-05-13
PLASTICS PRODUCTS, NEC
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                                United States

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                                       ------------------
                                                         SEC FILE NUMBER
                                                            1-11046
                                                       ------------------
  

                                   FORM 12b-25
                             NOTIFICATION OF LATE FILING

                                                       ------------------
                                                        CUSIP NUMBER
                                                        890530 10 8
                                                       ------------------
 


(Check One) Form 10-K   Form 20-F    Form 11-K    X Form 10-Q      Form N-SAR
                                                ----

         For Period Ended: March 31, 1997
         (  )     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: _______________________________

- ----------------------------------------------------------------------------
  Read 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 1 -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 11 - RULES 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, Form 20-F, 11-K, 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 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 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 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)

                                            Page 1 of 2



<PAGE>

Top Source Technologies, Inc. (the "Company") is unable to file its 10-Q by
May 15, 1997 because it is awaiting the outcome of several business initiatives
that, if successful, would significantly impact disclosure language in the 
Company's MD&A section.


Pursuant to Item 303 of Regulation S-K, these  discussions may be required to be
disclosed  in the  Management's  Discussion  and  Analysis of Interim  Financial
Condition and Results of Operations.  The Company  believes that by May 20,
1997 it will be better able to assess and describe  the  progress of the
discussions and impact of this  transaction,  if  successful, on the Company's 
financial statements.

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).


          Yes   X               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

For the quarter  ended March 31,  1997,  the  Company's  net sales were
$5,245,000  versus  $3,310,928 for the same quarter in fiscal 1996. The 
Company's gain from  operations for the March 31, 1997 quarter was $14,890
versus a loss of $(1,141,927) for the prior  year.  These totals are consistent
with information released to the public in a press release on Aparil 11, 1997.






- -------------------------------------------------------------------------
                          TOP SOURCE TECHNOLOGIES, INC.
- -------------------------------------------------------------------------
                  (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 :   May 13, 1997                             By:  David Natan
                                                       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.

                                   Page 2 of 2




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