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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-10346
NOTIFICATION OF LATE FILING
(Check One): /x/ Form 10-K / / Form 20-F / / Form 11-K
/ / Form 10-Q / / Form N-SAR
For Period Ended: December 31, 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:
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:
PART I - REGISTRANT INFORMATION
Microtel International Inc.
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Full Name of Registrant
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Former Name if Applicable
4290 E. Brickell Street
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Address of Principal Executive Office (Street and Number)
Ontario, California 91761
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City, State and Zip
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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 12-b-25(b), the
following should be completed. (Check appropriate box).
/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, 11-K, 10-Q,
N-SAR, or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant's senior management are engaged in matters related to
the closing of the previously announced merger of the Registrant and XIT
Corporation which occurred on March 26, 1997, which will not permit them time to
complete preparation of the necessary information for the subject report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Barry Reifler (408) 435-8520
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(Name) (Area code and 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) has 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
The Registrant anticipates that it will report a loss in excess of that
reported for the previous fiscal year. Such loss resulted from operations as
well as unusual charges related to the recently completed merger, including
severance charges arising from the resignation of the Registrant's former
Chairman.
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.
Microtel International 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 28, 1997 By: Barry Reifler
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Barry Reifler, Vice President
Instruction. The form may be signed by an executive officer of the
registrant or by any other authorized representative. The name and title of the
person signing the form shall by 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
Intentional misstatements or omission of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 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
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the Act. The information contained in or filed with the form will be made a
matter of the 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
