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
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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: 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.)
In preparing its financial statements for fiscal 1999, Registrant's
management discovered certain discrepancies in its accounts payable and cost of
goods sold for fiscal 1998. The Registrant is in the process of determining
which elements of accounts payable and purchases had not been properly recorded
in fiscal 1998, resulting, among other things in an understatement of the net
loss for fiscal 1998 of approximately $3.1 million. The Registrant expects to
restate its financial statements for fiscal 1998 to reflect the appropriate
adjustments. Because of the substantial resources that the Registrant's
accounting staff has devoted to the identification and resolution of this
matter, it was unable to present finalized financial statements for fiscal 1999
to its auditors in time to permit the audit to be conducted as scheduled. The
Registrant expects to file an amendment on Form 10-K/A containing audited
financial statements and Management's Discussion with respect thereto on or
before May 17, 1999.
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
(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
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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? |_|
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.
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 3, 1999 By:/s/ William L. Lawrence, Jr.
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William L. Lawrence, Jr.
Secretary
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
<PAGE>
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP
First Interstate Center
999 Third Avenue, Suite 1800
Seattle, WA 98104-4098
Telephone: (206) 622-8700
Facsimile: (206) 398-3660
May 3, 1999
Mr. William Lawrence
Jay Jacobs, Inc.
1530 Fifth 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 3, 1999. We have read the Company's comments on Form 12b-25.
We understand that for the reasons expressed in Part III of the Form 12b-25, the
Company has not closed its books and records and has not yet prepared its
financial statements for fiscal year ended January 30, 1999.
Very truly yours,
PRICEWATERHOUSECOOPERS LLP
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PricewaterhouseCoopers LLP
