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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-9309
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NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 11-K / / Form 20-F
/X / Form-10-Q / / Form N-SAR
For Period Ended: March 31, 1995
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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
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For the Transition Period Ended:
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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
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Full name of registrant Versar, Inc.
Former name if applicable Not applicable
Address of principal executive office (Street and number) 6850 Versar Center
City, State and Zip Code Springfield, VA 22151
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PART II. RULE 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, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th 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 Continuation Sheet attached hereto.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lawrence W. Sinnott, Vice President, Chief Financial Officer (703) 750-3000
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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 the answer is
no, identify report(s).
/X/ Yes / / No
(3) It is 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.
See Continuation Sheet attached hereto.
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Versar, 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
thereunto duly authorized.
Date: May 15, 1995 By: /s/ LAWRENCE W. SINNOTT
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Lawrence W. Sinnott, Vice President
Chief Financial Officer and Treasurer
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
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
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FORM 12B-25
NOTIFICATION OF LATE FILING
VERSAR, INC.
Continuation Sheet
Part III - Narrative
Versar, Inc. (the "Company") reported in its Form 10-Q for the quarter
ended December 31, 1994, that its auditors had advised the Company that its
accounting and financial treatment of the divestiture of the Company's real
estate holdings to Sarnia Corporation on June 30, 1994 was under review. The
auditors indicated that they initiated a reconsideration of the financial
treatment of the divestiture because of the Company's guarantee of certain
obligations of Sarnia and the likelihood of such guarantee being exercised.
The Company is continuing to discuss this matter with its auditors and
is seeking the advice of other auditing firms to better evaluate the Company's
auditors' current position. The Company is evaluating a number of alternatives
to resolve this issue, which include a restatement of the Company's fiscal 1994
financial statements or the refinancing of certain of Sarnia's outstanding debt
to lessen the Company's exposure. Because of the substantial uncertainty
regarding the outcome of this issue, the Company is unable to complete the
preparation of its financial statements for the fiscal quarter ending March 31,
1995 at this time.
The Company believes that the discussions with its auditors will be
completed shortly and does not anticipate any problems in reaching a
satisfactory resolution of this issue within the 5 calendar day period provided
under Rule 12b-25.
Part IV - Other Information
Accounting for the spin-off of Sarnia as a divestiture, the Company
reported gross revenue of $10,054,000 with net income of $203,000, or $0.04 per
share of common stock for the Company's third quarter ended March 31, 1995.
The results of third quarter of the current fiscal year compare to revenue of
$10,253,000 with a net loss of approximately $3,657,000, or $0.80 per share,
which results included a $2,640,000 loss from discontinued operations, for the
third quarter of fiscal year 1994.
