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UNITED STATES OMB Number: 3235-
SECURITIES AND EXCHANGE COMMISSION Expires: June 30,
Washington, D.C. 20549 Average estimated
burden hours per
FORM 12b-25 response . . . . . .
NOTIFICATION OF LATE FILING --------------------
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SEC FILE NUMBER
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CUSIP NUMBER
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K --------------------
/ / Form 10-Q / / Form N-SAR
For Period Ended: JUNE 30, 1996
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[ ] 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:
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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.
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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
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Full Name of Registrant
TOTAL RESEARCH CORPORATION
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Former Name if Applicable
5 INDEPENDENCE WAY, CN 5305
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Address of Principal Executive Office (STREET AND NUMBER)
PRINCETON, NJ 08543-5305
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City, State and Zip Code
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 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. (Attach Extra Sheets if Needed)
The Form 10-KSB for the year ended 6/30/96 will be delayed because of a change
in the accountants this year. There has been a delay in the new accountants
receiving all the necessary information from the old accountants, therefore,
the accountants have requested additional time to complete the report. (Attach
Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Eric Zissman 609 520-9100
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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 reports) been
filed? If answer is no, identify report(s). X Yes No
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(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
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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:
See Enclosed Press Release.
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TOTAL RESEARCH 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
hereunto duly authorized.
Date Sept 27, 1996 By /s/ [Signature Illegible]
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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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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 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.
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NEWS RELEASE CONTACT
Anthony P. Galli
(609) 520-9100
FOR IMMEDIATE RELEASE
(Friday, Sept. 27, 1996)
TOTAL RESEARCH REORGANIZES FOR PROFITABLE GROWTH
Record Revenues, New Management Structure, Global Cost-Cutting
Expected To Improve Earnings in Current Fiscal Year
PRINCETON, NJ, Sept. 27, 1996 -- In a major move to improve its
profitability, Total Research Corporation (NASDAQ: TOTL) today announced
Company-wide restructuring and dramatic cost reductions which the Company
believes will greatly improve financial results for investors in this fiscal
year.
Lorin Zissman, Chairman and Chief Executive Officer of the 21-year-old
international marketing research firm, also announced a management realignment
and the streamlining of global operations into four divisions. "We have removed
$2 million of expenses during this fiscal year," said Zissman, "through leaner
and more efficient operations, without sacrificing our capabilities or the
quality of our services."
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The Company cut its corporate overhead from ten percent to only five
percent of revenue with the elimination of several senior positions. The
Company announced earlier it would not replace its president, Hugh Devine, who
retired recently but remains a member of the Board of Directors.
"In addition to these and other cost-cutting measures," said Zissman,
"we have moved the Company to a business/practice operating model with four
divisions, each with critical revenue mass. The new operating model calls for
controlled revenue growth of our core business with aggressive profit targets,"
said Zissman. "With greatly reduced operating expenses, growing sales and
revenues, and our record backlog of work, we are primed to deliver good
financial results for our investors by the end of this fiscal year," said
Zissman.
As a result of this new model, four new Division Presidents of the
Company were named. They will serve on the Company's new seven-member
Management Council chaired by Zissman, who also continues to set policy and
guide the strategic direction of the Company.
The newly named Division Presidents are Terri Flanagan, Mark
Nissenfeld, Roger Thomas, and Patti Hoffman. They will be joined on the Council
by Eric Zissman, Vice President of Finance and Administration, and Albert
Angrisani, senior financial advisor to the Company and a member of the Board of
Directors. Angrisani also serves as the Company's Management Council
facilitator.
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Flanagan continues in her role as head of the Quality Management &
Customer Loyalty Division, while Nissenfeld expands his role as head of the
Global Health Care Division at the Company's headquarters office to include all
health care business worldwide.
Thomas, who manages Total Research Corporation's European operation in
London, now heads a new worldwide Strategic Marketing Services Division which
includes the Company's previous Consumer Services unit and the Information
Technologies group. Thomas, who is also a member of the Board, will continue to
oversee all of the Company's international alliances, currently in Argentina,
Brazil and in Asia.
A new U.S. Regional Offices Division will be managed by Hoffman, who
also manages the Human Resources function of Total Research Corporation
worldwide. The regional offices include Minneapolis, Chicago, Poughkeepsie,
and Tampa.
"We continue to serve our Fortune 500 clients with distinction, some
70 percent of our business coming from these satisfied customers," said
Zissman. "Our cash from operations is positive and we expect it to become even
stronger with better operating results. We are improving the overall earnings
of our core business going forward, consistent with our new management
structure and our increased commitment to accountability for results from each
of our core businesses."
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The Company intends to report a 23 percent increase in revenues to
$23,715,049 for fiscal 1996 but a net loss of $1,483,045 or $.15 per share as
compared to net income of $759,500 or $.08 per share on revenues of $19,250,443
in fiscal 1995. Demand for the Company's services remained strong, with a
record backlog of approximately $9.6 million in business on June 30, 1996 as
compared to approximately $7.3 million for the same period in 1995.
The Company will file its Form 10-K Annual Report with the SEC
reflecting these financial numbers by the end of its extension period, October
13, 1996. The filing will reflect a restructuring charge of $1,101,500 in the
fourth quarter, at least half of which is for non-cash items. Approximately 48
percent of the year's losses were directly attributable to restructuring
charges. In addition, three of the Company's six business divisions generated
losses and consequently have been restructured. Corporate development costs,
enhancement to computer systems, extraordinary audit fees, and interest costs
constituted the remaining loss.
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<CAPTION>
For The Year Ended June 30:
1996 1995
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Revenues $23,715,049 $19,250,443
Net Income (Loss) $(1,483,045) $ 759,500
Net Income (Loss) Per Share $ (.15) $ .08
Weighted Shares Outstanding 9,882,108 10,031,750
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