SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-15692
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NOTIFICATION OF LATE FILING
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(Check One): |X| Form 10-KSB |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
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For Period Ended: June 30, 1998
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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 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:
Part III (Items 9, 10, 11 and 12)
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PART I
REGISTRANT INFORMATION
Total Research Corporation
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Full Name of Registrant, Former Name if Applicable
Princeton Corporate Center, 5 Independence Way
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Address of Principal Executive Office (Street and Number)
Princeton, New Jersey 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 reasonable 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.
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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 or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
SEE RIDER 1
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Albert Angrisani (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 report(s) been filed? If 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?
|_| Yes |X| 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.
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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 October 29, 1998 By /s/ Eric Zissman
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Eric Zissman, 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.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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Rider I
On October 28, 1998, the Registrant filed a Form 8-K with the Securities
and Exchange Commission (the"Commission") indicating that effective October 22,
1998, the Registrant dismissed Amper, Politzimer & Mattia as its principal
accountants and appointed Ernst & Young LLP as its new accountants. The
Registrant desires to consult with its new accountants with respect to certain
of the information to be contained in Part III of its Form 10-KSB prior to
filing such information with the Commission. The Registrant is currently engaged
in such consultation and expects that Part III of its Form 10-KSB will be filed
shortly.
