<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number
Cusip Number
(Check one)
/ / Form 10-K / / Form 11-K
/ / Form 20-F /X/ Form 10-Q / / Form N-SAR
For Period Ended:
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/X/ Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the transition Period Ended: MARCH 31, 1996
-----------------------------
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in the 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:
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
ATARI CORPORATION
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
455 SOUTH MATHILDA AVENUE
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
SYNNYVALE, CA 94086
- --------------------------------------------------------------------------------
City, State and Zip Code
<PAGE> 2
PART II - 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 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, 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
/ / (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 with
the prescribed time period. (Attach Extra Sheets if Needed)
In February 1996 the Registrant entered into an Agreement and Plan of
Reorganization (the "Agreement") with JT Storage, Inc., a Delaware corporation
("JTS"), relating to the proposed merger of the Registrant and JTS (the
"Merger"). Following the execution of the Agreement, the Registrant has devoted
substantial managerial resources to the preparation of a Joint Proxy
Statement/Prospectus (which shall be included in a Registration Statement on
Form S-4) relating to the proposed Merger. The preparation of such Joint Proxy
Statement/Prospectus and other matters relating to the proposed Merger have
required and are expected to continue to require the close attention of the
Registrant's senior management. In addition, since March 1996, the Registrant's
Vice President and Chief Financial Officer and two additional employees in the
Registrant's accounting and finance department have terminated employment with
the Registrant, which has placed additional burdens on the Registrant's
remaining management. Finally, in March 1996 the Registrant relocated its
corporate headquarters which further diverted management's resources. As a
result of the foregoing, the Registrant's Report on Form 10-Q for the quarter
ended March 31, 1996 could not be filed within the prescribed period without
unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
SAM TRAMIEL (408) 328,0900
------------------------------------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
<PAGE> 3
(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 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.
The financial statements for the Registrant's fiscal quarter to be included
in the Report on Form 10-Q for the quarter ended March 31, 1996 reflect
significant changes in the Registrant's results of operations from the quarter
ended March 31, 1995 as follows. Revenues declined from $4.9 million in the
first quarter of 1995 to approximately $1.3 million in the first quarter of
1996 due to lower unit volume sales of the Registrant's principal products and
to lower average selling prices of such products. Cost of revenues in the first
quarter of 1996 was approximately $1.2 million compared to $3.8 million in the
first quarter of 1995. However, the Registrant sold its remaining portion of
marketable securities and realized a gain of $6.3 million in connection with
such sale for the first quarter of 1996. As a result, the Registrant reported a
net gain of approximately $4.4 million in the first quarter of 1996 compared to
a net loss of $4.4 million for the first quarter of 1995.
ATARI CORPORATION
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date By
---------------------------
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 persons 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 INSTRUCTION
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.
<PAGE> 4
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, DC 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 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 amendment 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 (Section 232.12(c) of this chapter).
