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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
hours per response..2.50
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FORM 12b-25 SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-17419
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(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]Form N-SAR CUSIP NUMBER
693 189 300
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For Period Ended: December 31, 1996
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[ ] 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 notification relates to a portion of the filing checked above, identify the
Items(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
PC ETCETERA, INC.
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Full Name of Registrant
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Former Name if Applicable
462 Seventh Avenue
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Address or Principal Executive Office (Street and Number)
New York, New York 10018
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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;
[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 of 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Attached Rider III
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Steven A. Meetre, Esq. 212 732 - 3200
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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 answer is no,
identify report(s). [ X ] Yes [ ] No
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(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.
See Attached Rider IV
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PC Etcetera, 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
hereunto duly authorized.
Date: March 31, 1997 By: /s/ Roy Machnes
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Chief Executive 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 o f 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
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Rider III
In connection with a previously disclosed change of control of the
Registrant that occurred on February 13, 1997, on February 24, 1997 the
Registrant dismissed Arthur Andersen LLP as its auditors and engaged Ernst &
Young LLP as the principal accountant.
The reason that the subject report cannot be filed timely without
unreasonable effort and expense relates to the inability of the principal
accountant to consolidate the financial statements of the Registrant and to
furnish the required opinion. Please see attached hereto as Exhibit 1 a
statement of the principal accountant regarding why such report and opinion
cannot be timely filed.
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Rider IV
The unaudited financial statements of the Registrant for the year ended
December 31, 1996 reflect revenues of approximately $7,000,000, which
represented a decrease as compared to revenues of $11,148,929 for the for the
year ended December 31, 1995.
Effective January 1, 1996, all of the outstanding stock of the Registrant's
wholly-owned Canadian subsidiary ("PC Canada") was sold. Included in the
revenues for the year ended December 31, 1995 was $3,335,460 of revenues from PC
Canada. In addition, Management temporarily suspended operations of the
Registrant's wholly-owned Israeli subsidiary ("PC Israel"). Revenues
attributable to PC Israel decreased by approximately $656,000 for the year ended
December 31, 1996 as compared to the year ended December 31, 1995. Further,
effective April 1, 1996, the Registrant sold its San Francisco, California and
Boise, Idaho operations. Revenues attributable to the San Francisco and Boise
operations decreased by approximately $714,000 for the year ended December 31,
1996. Revenues associated with the sale of the Registrant's Canadian, San
Francisco and Boise operations along with the temporary suspension of the
operations of PC Israel accounted for substantially all of the decreased
revenues. Total revenues for the Registrant's remaining New York location
increased by approximately 10% for the year ended December 31, 1996 as compared
to the year ended December 31, 1995.
EXHIBIT 1
ERNST & YOUNG LLP 787 Seventh Avenue Phone: 212 773 3000
New York, New York 10019
Mr. Steve Meetre
Dear Mr. Meetre:
We have been requested by Ms. Adrienne Haber of PC Etcetera, Inc. to inform
you that due to the change of control and the fact that the audit commenced
later this year than in prior years, we will be unable to complete the 1996
audit by March 31, 1996.
Sincerely,
/s/ Christine Mullen
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Christine Mullen
Audit Manager
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
