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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-17928
(Check One): CUSIP NUMBER
645639 10 5
(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: 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
[ ] Money Market Fund Rule 30b3-1 Filing
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.
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
NEW IMAGE INDUSTRIES, INC., a Delaware corporation
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Full Name of Registrant
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Former Name if Applicable
2283 Cosmos Court
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Address of Principal Executive Office (Street and Number)
Carlsbad, California 92009
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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-25b, 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 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 the 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 time period. (Attach Extra
Sheets if Needed).
The Registrant is unable to meet the deadline for filing its annual
report of Form 10-K ("10-K") for its fiscal year ended June 30, 1996, which
is due in EDGARized form September 30, 1996. The filing could not have
been made by the required filing date without unreasonable effort or
expense by reason of the following extraordinary circumstances:
1. Effective May 31, 1996, Registrant acquired Insight Imaging
Systems, Inc., a California corporation ("Insight") previously located
in San Carlos, California. Insight has become a wholly-owned
subsidiary of Registrant. For more than two months following the
closing of the acquisition of Insight, a substantial proportion of the
inside and outside accounting resources of both Companies were devoted
to generating the financial information for the periodic report on
Form 8-K required in connection with that transaction.
2. One of the financial synergies of the acquisition was the
consolidation of the operations of the two companies into the
Registrant's facility in Carlsbad, California, several hundred miles
from the Insight executive facilities. Substantial accounting and
other human resources
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have been devoted to this consolidation since May 31, 1996.
3. Because of a change in Registrant's management and a move of
the Registrant's headquarters from Canoga Park, California to
Carlsbad, California since the completion of its fiscal year ended
June 30, 1995, there has been a complete change in personnel
responsible for Registrant's accounting activities adding to the time
required to prepare the 10-K.
4. In connection with the move of the Registrant's headquarters
from Canoga Park to Carlsbad, it also changed its outside counsel from
counsel located in the Los Angeles area to counsel located in the San
Diego area. This is the first 10-K in which Registrant's new counsel
has been involved.
The Company has devoted substantial time of employees and engaged
substantial outside accounting and legal resources for assistance in
preparing the Form 10-K for filing by the deadline. Nevertheless, as of
the deadline for filing, the report requires additional revision before it
will be in final form.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Harold R. Orr (619) 930-9900
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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. The explanation is as follows:
The Registrant has not recorded a prior period adjustment, however,
the
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accounting treatment of pooling associated with the acquisition of Insight
requires a restatement to incorporate those financial results and balances
for prior years.
NEW IMAGE INDUSTRIES, INC., a Delaware Corporation
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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 September 30, 1996 By /s/ Harold R. Orr
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Harold R. Orr
Chief Financial Officer
