U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One)
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 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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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: The
notification relates to the entire Annual Report on Form 10-K.
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant: Stevens International, Inc.
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Former Name if Applicable: Stevens Graphics Corporation
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5700 E. Belknap Street
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Address of Principal Executive Office (Street and Number)
Fort Worth, Texas 76117
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City, State and Zip Code
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No Exhibit Index
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PART II - RULES 12b-25 (b) AND (c)
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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 box if appropriate.)
[X] The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
[X] 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
[ ] 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
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During 1999 and 2000 the Company has had continuing liquidity
difficulties, and has been unable to meet many of its obligations in a
timely manner. Further, the Company is in default of several
covenants relating to its Senior Bank debt due June 2001. Negotiations
are underway to obtain appropriate default waivers from the Company's
Senior Bank lender. The Company has been attempting to raise working
capital through a private placement of $1 million of 10% Convertible
Subordinated Notes due March 31, 2003 ("the Notes"). The Notes are
convertible to Series A Common Stock at the rate of $0.50 per share.
This transaction has not closed but various negotiations and
discussions to date indicate that it will close on or about March 31,
2000.
There is potential dilution to existing shareholders as a result
of the potential conversion of the Notes to 2,000,000 shares of Series
A Common Stock. Should the Notes be sold and converted these
shareholders would own approximately 17% of the outstanding stock of
the Company. The Company believes that this transaction will close in
the next ten days.
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Further, unless the Company's senior bank lenders waive the
defaults on certain loan covenants, the Company may have to
characterize its senior bank obligations as current liabilities.
Because of the magnitude of the potential impact of the Notes on the
Company and its shareholders, the expected timing of the transaction
and the significant time commitments required of management to pursue
these matters and the resulting impact they will have on the Company's
financial statements, the Company believes, that the information
required to be filed in the subject annual report is not available
without unreasonable effort or expense.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to
this notification.
George A. Wiederaenders 817 831-3911
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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) 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 statement 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.
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Change in Results of Operations. The Company's sales for 1999
decreased by $11.1 million compared to 1998 while preliminary and
estimated gross profit decreased by approximately $1 million compared
to gross profit in 1998. The Company's preliminary and estimated loss
before extraordinary items in 1999 was approximately $4.28 million
compared to a loss before extraordinary items of $3.4 million in 1998.
The 1999 loss included a loss on sale of SSMI, its French repair and
service company, of approximately $1.6 million. SSMI was sold in
January 2000. Net income in 1998 was $7.8 million as a result of a
gain on early extinguishment of debt of $11.2 million. See Part III of
this Form 12b-25.
Pursuant to the requirements of the Securities Exchange Act of 1934,
Stevens International, Inc. duly causes this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
STEVENS INTERNATIONAL, INC.
Date: March 28, 2000 By: /s/ George A. Wiederaenders
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George A. Wiederaenders
Vice President, Treasurer, and
Chief Accounting Officer
