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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ ] Form 10-K [ ] Form 20-F [x] Form 10-Q [ ] Form N-SAR
For Period Ended: April 30, 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: _________________________
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Read Instruction (on back page) 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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I - Item 1 (Financial Statements) and Part 1 - Item 2 (Management's
Discussion and Analysis of Financial Condition and Results of Operations)
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PART I - REGISTRANT INFORMATION
Innovative Tech Systems, Inc.
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FULL NAME OF REGISTRANT
Windy City Capital Corp.
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FORMER NAME IF APPLICABLE
444 Jacksonville Road, Suite 200
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
Warminster, Pennsylvania 18974
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CITY, STATE AND ZIP CODE
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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)
(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, Form 11-K, 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 12(b) -
25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q or
N-SAR, or the transition report or portion thereof could not be filed within
prescribed time period. (Attach Extra Sheets if Needed)
The Registrant has executed an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of May 31, 1996, by and among the
Registrant, FMS Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Registrant (the "Sub"), and Facility
Management Systems, Inc., an Illinois corporation ("FMS"). Pursuant to
the terms and provisions of the Merger Agreement, upon the satisfaction
of certain conditions precedent set forth therein, FMS will be merged
with and into the Sub, with the Sub being the Surviving Corporation.
Since, in the opinion of the Registrant's management, it is probable
that the transactions contemplated by the Merger Agreement will be
consummated, the financial information pertaining to the Registrant and
required to be set forth in the Registrant's Form 10-Q for the period
ended April 30, 1996 must include appropriate disclosures and certain
pro forma financial information giving effect to the proposed merger
between FMS and the Sub. The Registrant and its accountants are in the
process of gathering the necessary financial information concerning FMS
to complete the Form 10-Q. However, FMS is not a public company and the
Registrant and its accountants were only given access to the books and
records of FMS less than two weeks ago when the Merger Agreement was
actually signed. For these reasons, a filing of the Form 10-Q on its
prescribed due date could not be made without unreasonable effort or
expense on the part of the
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Registrant, and the Registrant must wait until after June 15, 1996 to
complete and file the Form 10-Q.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Deborah A. Hays, Esquire (609) 795-2121
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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 reports) 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?
[ ]Yes [x]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.
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INNOVATIVE TECH SYSTEMS, 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: June 14, 1996 By: /s/ Louis J. Desiderio
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.
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