<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-20732
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: December 31, 1996
--------------------------------------------------------------
[ ] 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
For the Transition Period Ended: N/A
------------------------------------------------
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.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
------------------------
PART I. REGISTRANT INFORMATION
Full name of registrant Computer Integration Corp.
--------------------------------------------------------
Former name if applicable NEG, Inc.
-------------------------------------------------------
Address of principal executive office (Street and number): 165 University Avenue
----------------------
City, State and Zip Code Westwood, MA 02090
-------------------------------------------------------
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
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
<PAGE> 2
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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company's Chief Financial Officer, John Chiste, resigned from the
Company effective December 31, 1996. On February 4, 1997, the Company appointed
Edward Meltzer to replace Mr. Chiste. In light of the requirement that Mr.
Meltzer prepare or supervise the preparation of the Company's financial
disclosure documents, due to the recency of Mr. Meltzer's appointment by the
Company as its Chief Financial Officer, the Company is unable to file its
Quarterly Report on Form 10-Q within the time required for filing without
incurring unreasonable effort and expense.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Edward Meltzer 617 407-3282
(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 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.
2
<PAGE> 3
The company has prepared a preliminary statement of operations for the
three and six months ended December 31, 1996 but is still in process of
reviewing these statements for completeness and accuracy. Therefor any
financial results discussed or disclosed in this filing should be considered an
estimate.
For the three months ended December 31, 1996 revenues are estimated to
decline 11.6% to $98.9 million when compared with the three months ended
December 31, 1995. This decline was primarily caused by distraction and lack
of focus in the sales organization associated with changes in the Company's
executive management and the announced, then canceled, consolidation and
relocation to Atlanta and reduced emphasis on lower margin sales opportunities.
Gross profit for the three months ended December 31, 1996 is estimated to
be $9.9 million, about $1 million lower than the gross profit reported in the
three months ended December 31, 1995 primarily due to lower sales. As a
percent of sales gross profit increased to 10% compared with 9.7% in the
previous period primarily due to decreased emphasis on low margin sales
opportunities.
Selling, general and administrative expenses for the three months ended
December 31, 1996 are estimated to be $8.7 million, about $300,000 higher than
the three months ended December 31, 1995. This change includes the benefit of
reversing $1.8 million of the $2.3 million restructuring reserve recorded in
the quarter ended June 30, 1995 associated with the Company's then planned
relocation to Atlanta. This benefit was more than offset by increases in other
expenses including salaries and benefits and a reserve of approximately
$800,000 for estimated costs associated with exiting from the liability under
the lease signed for the facility in Atlanta.
Interest expense for the three months ended December 31, 1996 is estimated
to be $1.4 million, about $200,000 higher than interest expense for the three
months ended December 31, 1995 due to higher borrowing levels.
As a result of the factors discussed above, the Company expects to report
a loss of about $300,000 for the three months ended December 31, 1996 compared
with a profit of $672,000 for the three months ended December 31, 1995.
For the six months ended December 31, 1996 the company expects to report
revenues declining about 11% to $207 million, selling general and administrative
expenses increasing by about $2 million to $18.2 million, and interest expense
increasing by about $300,000 to $2.6 million, when compared with the six months
ended December 31, 1995. The Company expects to report a profit for the six
months ended December 31, 1996 of about $300,000 compared to a profit of about
$2 million for the six months ended December 31, 1995. The factors causing
these results and the changes compared with last years six month period are the
same as the reasons given above for the results for the three months ended
December 31, 1996. Gross profit is estimated to decline by about $400,000 to
$21.6 million with the sales reduction more than offsetting an estimated
increase to 10.4% of sales in the six months ended December 31, 1996 from 9.5%
of sales in the six months ended December 31, 1995.
3
<PAGE> 4
Computer Integration Corp.
- --------------------------------------------------------------------------------
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 14, 1997 By: /s/ Edward Meltzer
-----------------------------------------
Edward Meltzer, Chief Financial Officer
