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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-12848
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(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 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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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:
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PART I -- REGISTRANT INFORMATION
CROWN LABORATORIES, INC.
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Full Name of Registrant
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Former Name if Applicable
6780 Caballo Street
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Address of Principal Executive Office (Street and Number)
Las Vegas, NV 89119
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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 Rules 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, 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
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
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PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 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. (ATTACH EXTRA SHEETS IF NEEDED)
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
Jim Schropp (202) 639-7110
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(Name) (Area Code) (Telephone Number)
</TABLE>
(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 of 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.
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CROWN LABORATORIES, 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 August 14, 1996 By /s/ Craig E. Nash CEO
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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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(Attach Extra Sheets If Needed)
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EXHIBIT 1
FORM 12b-5
NOTIFICATION OF LATE FILING
PART III
Attachment A
The registrant's 10-QSB could not be filed within the prescribed time
period due to the unreasonable effort involved in the timely completion of an
ongoing review regarding certain issues presently being conducted by the
registrant's accountants.
PART IV(3)
Attachment B
CROWN LABORATORIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
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<S> <C> <C> <C> <C>
Net Sales $ - $ - $ - $ -
Cost of sales - - - -
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Gross Profit - - - -
General and Administrative Expenses 1,016,870 730,434 1,912,766 1,385,404
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Loss From Operations (1,016,870) (730,434) (1,912,766) (1,385,404)
Other Income/(Expense)
Other Income 25,200 - 50,400 -
Interest Expense (44,309) (42,486) (85,471) (68,896)
Interest Income 1,102 10,468 5,967 28,743
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Loss Before Income Taxes (1,034,877) (762,452) (1,941,870) (1,425,557)
Income Tax Provision - - - -
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Net Loss $ (1,034,877) $ (762,452) $(1,941,870) $ (1,425,557)
============= ============ =========== ============
NET LOSS PER SHARE $ (0.07) $ (0.06) $ (0.14) $ (0.11)
============= ============ =========== ============
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 14,166,236 12,528,058 14,166,236 12,528,058
============= ============ =========== ============
</TABLE>
The Company continues to be in the start-up phase of operations and
as such has not generated significant revenues. Higher expenses for 1996 vs the
same period in 1995 result from additional staffing, higher operating expenses
and start-up expenses.
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7. SUBSEQUENT EVENTS
On July 31, 1996, the Company raised $1 million through the sale of its Series
E Preferred Stock to a "Regulation S" investor. The Series E Preferred Stock
imputes an average effective interest rate of 6% which is payable in shares of
the Company's common stock on the "Dividend Dates", (August 1, 1997 and August
1, 1998). The Series E Preferred Stock is convertible into common shares
based on discounts to the market price at the time of conversion which range
from 15% to 31% depending on the time they are held from the issuance date,
(the longer the stock is held, the deeper the discount).
After June 30, 1996, the Company raised an additional $1.2 million through a
private placement of equity securities. See Note 3 to the financial statements,
"Financing" for additional details on the private placement.
The Company entered into a term loan agreement with FINOVA Capital Corporation
which provides for a $3 million, fixed rate, (pegged at a spread of 561 basis
points above the 5 year Treasury Note rate at the time of closing), 5 year term
loan (interest only for the first six months, amortized over the remaining 54
months) secured by a first lien against the fixed assets and leasehold
improvements of the Company. The commitment provides for the advance of an
additional $1.5 million upon securing sales contracts totaling $7 million on an
annualized basis. The Loan Agreement provides that the Company maintain a
minimum tangible net worth of $5 million, a senior debt to tangible net worth
ratio of 1 to 1 and a cash flow coverage ratio of 2.0 to 1. The cash flow ratio
will not come into effect until December 31, 1997. Additionally, as part of the
terms of the loan agreement, the Company has agreed to issue 300,000, 5 year,
warrants to FINOVA to purchase the Company's common stock at the closing market
price of the stock on the date of closing.
Minimum principal payments due on the loan over the next 5 years are as follows.
1996 0
1997 437,656
1998 588,180
1999 665,405
2000 752,770
Thereafter 555,989
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Total $3,000,000
