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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING
(Check One):
CUSIP NUMBER
[X]FORM 10-K AND FORM 10-KSB [ ]FORM 20-F [ ]FORM 11-K
[ ]FORM 10-Q AND FORM 10-QSB [ ]FORM N-SAR
FOR PERIOD ENDED: FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
[ ] 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:_____________________
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
CODE-ALARM, INC.
950 E. Whitcomb
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Address of Principal Executive Office (Street and Number)
Madison Heights, MI 48071
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City, State and Zip Code
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)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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[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
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Please See Attached Exhibit A.
PART III--NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
Please See Attached Exhibit B.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert V. Wagner (810) 583-9620
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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 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.
Please See Attached Exhibit C.
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CODE-ALARM, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 29, 1996 By /s/ Rand W. Mueller
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Rand W. Mueller, President
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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March 29, 1996
Exhibit A
ACCOUNTANTS' STATEMENT
Securities & Exchange Commission
Washington, DC 20549
RE: Code-Alarm, Inc.
Commission File Number: 016441
Deloitte & Touche LLP is the independent auditor of Code-Alarm, Inc.
We are writing with respect to Code-Alarm, Inc.'s (The Company) Form 12b-25
filing of Notification of Late Filing of Form 10-K Annual Report due April 1,
1996, and have prepared this letter as an attachment thereto.
The Company is currently negotiating the amendment of certain covenants and
restrictions contained in its bank credit agreement. This matter affects both
the classification and disclosure regarding the Company's debt. Until the
negotiations with the bank are completed, the Company is unable to determine,
and we are unable to audit, the classification and appropriate disclosure
regarding the Company's debt.
Very truly yours,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
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EXHIBIT B
PART III -- NARRATIVE
The Company and its auditors are awaiting communication from a lender
regarding an amendment to its bank credit facility, which is currently under
negotiation. Details regarding this matter are relevant to the appropriate
classification and disclosure of a significant obligation of the Company.
Without such information from the lender, the Company and its auditors are
unable to determine the potential impact on the required disclosures in the
Company's audited financial statements and in the other portions of the
Company's annual report on Form 10-K. The Company is working diligently to
obtain such information as soon as possible and is cooperating with the lender
in order to do so.
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EXHIBIT C
The 1995 results of operations will be unfavorable when compared to the
1994 results. Profits after taxes will result in a loss of $1.17 per share
versus a loss of $.58 per share in 1994.
Sales decreased $4.3 million. A large portion of the decrease was
attributable to the Federal transportation strike in France in latter 1995. In
addition, the Company discontinued its non-core product lines, i.e. mechanical
and automobile tracking business.
Gross Margin was lower due to decreased volume and start up costs
associated with the launch of its Euro-Alarm product for the French market.
Interest was higher due to increased rates and borrowing for the
acquisition of the French subsidiary and interest associated with the patent
infringement judgment against the Company in 1995, which was previously
disclosed.
