SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-15934
(Check one)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended February 29, 1996 _____________________
[ ] Transition Report on Form 10-K and form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended ______________________
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: Items 6, 7, and 8 of
Part II, and Items 14(a)(1) and 14(a)(2) of Part IV.
PART I
REGISTRANT INFORMATION
Full name of registrant: JAY JACOBS, INC.
Former name if applicable N/A
Address of principal 1530 FIFTH AVENUE
executive office (Street & Number)
City, State and Zip Code SEATTLE, WA 98101
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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 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
Forms 10-K, 10-KSB, 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, 10-QSB, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[X] (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 Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
Based on preliminary advice given to the Registrant, the Registrant had
prepared its financial statements for the year ended January 31, 1998 (the
"Financial Statements") that recognized no expense related to the issuance of
certain common stock options to key employees and others. In connection with
their audit of the Financial Statements, the Registrant's auditors concluded
that the options, as presently in existence, require the Registrant to recognize
compensation expense. However, no determination as to the amount or timing of
such expense has been made. The Registrant has commenced a review of the facts
and circumstances and has requested legal and accounting advice relating to the
amount and timing of any such recognition and certain other matters. The review,
which involves a number of complex legal, accounting and factual issues, was
commenced during the week of April 20 when the Registrant's Directors were
informed of the issue, and has not been completed. Because it is possible that,
based on such review and professional advice, the Registrant will conclude that
compensation expense must be recognized in fiscal 1998, the Registrant cannot
complete the Financial Statements and the Registrant's auditors cannot issue
their report and opinion with respect thereto. A letter to that effect from the
Registrant's auditors is attached. The Registrant anticipates that the matter
will be resolved as to matters affecting the Financial Statements within the
next fifteen calendar days.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
WILLIAM L. LAWRENCE, JR. (206) 622-5400
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
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) 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.
Subject to the uncertainty that causes the Registrant to be unable to
complete its Report on Form 10-K as more fully described in Part III, above and
the attached statement of Price Waterhouse LLP, the Registrant had intended to
report a sales and earnings in the fourth quarter of fiscal 1998 roughly
comparable to those of the comparable quarter of fiscal 1997. Fiscal 1998 sales
numbers were roughly comparable to those for fiscal 1997 while loss numbers
would have reflected a significant improvement in fiscal 1998 over the prior
fiscal year. The uncertainty described in Part III may result in the recognition
of non-cash compensation expense, the amount of which, if any, has not been
determined.
JAY JACOBS, INC.
(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 1, 1998 By: WILLIAM L. LAWRENCE, JR.
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William L. Lawrence, Jr.
Secretary
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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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PRICE WAREHOUSE LLP
May 1, 1998
Mr. William L. Lawrence, Jr.
Jay Jacobs, Inc.
1530 5th Avenue
Seattle, WA 98101
Dear Mr. Lawrence:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated May 1, 1998.
We are unable to furnish our report on the financial statements of Jay Jacobs,
Inc. on or before the date the Form 10-K of Jay Jacobs, Inc. for the year ended
January 31, 1998 is required to be filed because the Company has not completed
its GAAP financial statements.
Yours very truly,
PRICE WATERHOUSE LLP
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Price Waterhouse LLP
