CODE ALARM INC
NT 10-Q, 1997-08-14
COMMUNICATIONS EQUIPMENT, NEC
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<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                  (Check One):

[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR


      For Period Ended:   June 30, 1997
                          -------------
      [ ]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 East Whitcomb
                ---------------------------------------------
          Address of Principal Executive Office (Street and Number)


                         Madison Heights, MI  48071
                ---------------------------------------------
                          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;

<PAGE>   2


[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.

State below in reasonable detail the reasons why Form 10-K or Form 10-KSB,
20-F, 11-K, 10-Q or Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.

                         Please see attached Exhibit A.

PART IV--OTHER INFORMATION

     (1) Name and telephone number of person to contact in regard to this
notification

     Craig S. Camalo      810                583-9620 
     --------------------------------------------------------------
         (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 B.


<PAGE>   3


                              CODE-ALARM, 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 August 14, 1997           By  /s/ Craig S. Camalo
     ---------------             ---------------------------------------
                                    Craig S. Camalo,Vice President
                                    of Finance

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).




<PAGE>   4


                                   EXHIBIT A

                              PART III - NARRATIVE

     The Company has been unable to complete the quarter ended June 30, 1997
closing of its books and records as all necessary and required information is
not fully complete or available.  Additional time is necessary to enable the
Company to prepare and complete an accurate report for the quarter ended June
30, 1997.

<PAGE>   5

                                   EXHIBIT B

                          PART IV - OTHER INFORMATION

     The Company's consolidated net sales for the quarter ended June 30, 1997
were $12.6 million compared to $15.2 million for the quarter ended June 30,
1996.  The Company's net sales for six months ending June 30, 1997 were $28.4
million compared to $31.8 million for the six months ended June 30, 1996.

     Consolidated net income for the quarter ended June 30, 1997 was $286,000
compared to a net loss for the quarter ended June 30, 1996 of $(31,000).  The
Company's consolidated net income for the six months ended June 30, 1997 was
$399,000 compared to net income for the six months ended June 30, 1996 of
$18,000.








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