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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 016441
(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, 1998
[ ] 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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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)
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[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, 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
[ ] (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 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 248 583-9620
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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 B.
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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 30, 1998 By /s/ Craig S. Camalo
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Craig S. Camalo, Vice President
of Finance and Chief Financial Officer
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
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Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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EXHIBIT A
PART III - NARRATIVE
Management's attention to the completion of a transaction involving
additional financing for the Company has prevented the Company from the closing
of its books and records for the 1998 year end. Until the financing transaction
is completed (which was originally anticipated to be by mid March, but is now
expected to be by April 2, 1999), additional time is necessary to enable the
Company to prepare its consolidated financial statements for the year ended
December 31, 1998.
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EXHIBIT B
PART IV - OTHER INFORMATION
The Company will incur a consolidated net loss of approximately $6.5 million
for its fiscal year ended December 31, 1998, as compared to 1997 consolidated
net loss of $21.4 million, as litigation expenses in 1998 were less than in
1997, and 1997 reflects a $4.2 million deduction related to the intrinsic value
of a beneficial conversion feature on preferred stock.
