<PAGE> 1
SEC FILE NUMBER 016441
CUSIP NUMBER 191893106
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[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, 1996
-------------------------------------------
[ ] 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
---------------------------------------------------------
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.
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
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 C.
<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 March 31, 1997 By /s/ Rand W. Mueller
------------------------ ------------------------------
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).
________________________________________________________________________________
<PAGE> 4
March 31, 1997
Exhibit A
ACCOUNTANT'S STATEMENT
Securities & Exchange Commission
Washington, D.C. 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 March 31,
1997, and have prepared this letter as an attachment thereto.
The Company has been unable to complete the 1996 year end closing of the books
and records of its European subsidiaries. Until this process is complete, it
is not possible for the Company to prepare complete and accurate consolidated
financial statements.
Very truly yours,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
<PAGE> 5
Exhibit B
PART III - NARRATIVE
The Company has been unable to complete the 1996 year end closing of the books
and records of its European subsidiaries. Until this process is complete, it
is not possible for the Company to prepare complete and accurate consolidated
financial statements.
<PAGE> 6
Exhibit C
The Company will incur a consolidated net loss for its fiscal year ended
December 31, 1996, significantly in excess of its 1995 consolidated net loss due
to nonrecurring pretax charges of at least $7 million. Until the Company
completes the 1996 year end closing of the books and records of its European
subsidiaries, the amount of its consolidated net loss cannot be determined.
Significant nonrecurring charges that will be included in the Company's
1996 consolidated net loss include an impairment write-down applicable to
intangible assets of a United States subsidiary, as required by Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets, and for Long-Lived Assets to be Disposed of," and a charge
applicable to its European subsidiaries.
