UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File
Number
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ X ] Form 10-Q [ ] Form N-SAR
For Period Ended: June 25, 1999
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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 attached instruction sheet 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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Nu-kote Holding, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
200 Beasley Drive
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Address of Principal Executive Office (Street and Number)
Franklin, Tennessee 37064
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City, State and Zip Code
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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 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-
Q, N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period.
SEE ATTACHED.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Phillip L. Theodore (615) 591-3502
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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). [ ] Yes [ X ] No
See attachment regarding the Form 10-K for the year ended March 31, 1999.
(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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Nu-kote Holding, Inc.
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(Name of Registrant as Specified in Charter)
has caused this information to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 9, 1999 By /S/Phillip L. Theodore
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Phillip L. Theodore
Chief Financial Officer,
Assistant Secretary,
Treasurer,
Senior Vice President
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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 CONSTITUTES 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 amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 3.6232.201 or Sec. 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Sec. 232.13(b) of this chapter).
Part III - Narrative
The Registrant, for itself and its subsidiaries, files consolidated
reports for all the reports the Registrant is required to file with the
Securities and Exchange Commission pursuant to Sections 13 or 15(d)
of the Securities Exchange Act of 1934, as amended.
As reported in the Registrant's press release dated November 6, 1998,
in the Registrant's Form 10-Q filed on February 26, 1999 and in the
Registrant's Form 8-K filed on March 30, 1999 and as amended on April 23,
1999, the Registrant and six wholly owned United States operating
subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy
Code (the "Bankruptcy Proceedings"). The Bankruptcy Proceedings relate to
all of the Registrant's assets and operations in the United States, but do
not include the Registrant's international subsidiaries. The order for
relief under Chapter 11 of the Bankruptcy Code was entered on November 6,
1998. All of the Bankruptcy Proceedings relating to the Registrant and its
subsidiaries were filed in the United States Bankruptcy Court for the
Middle District of Tennessee, Nashville Division (the "Bankruptcy Court")
and have been administratively consolidated. The Registrant and its
secured lenders have each filed their plans of reorganization. Pursuant to
both plans, the existing equity of the Registrant will be canceled. As a
result, the current stockholders will have no interest in the Registrant
upon the completion of the reorganization.
On March 16, 1999, the Bankruptcy Court unexpectedly disqualified
PricewaterhouseCoopers LLP ("PWC") from performing further audit work for
the Registrant. The Registrant's auditor historically has been Coopers &
Lybrand, L.L.P., while the auditor for the Registrant's secured bank
lending group historically has been Price Waterhouse LLP. The Bankruptcy
Court ruled that the newly-merged PWC had a conflict of interest and
therefore could not continue performing audit work for the Registrant.
As reported in the Registrant's Form 8-K filed on July 19, 1999, the
Bankruptcy Court, on July 13, 1999, approved the engagement of KPMG Peat
Marwick L.L.P. ("KPMG") as the Registrant's auditors. Since such approval,
KPMG has commenced auditing the Registrant's financial statements in
connection with the preparation of the Registrant's Form 10-K, which was
due on May 29, 1999. The time that elapsed between the disqualification of
PWC and the appointment of KPMG, and the subsequent devotion of a
significant amount of time and effort by the Registrant and KPMG towards
completion of the Form 10-K, will require a delay in the completion of the
Form 10-Q for the quarter ended June 25, 1999.
