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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-10470
NOTIFICATION OF LATE FILING
(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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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:
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PART I -- REGISTRANT INFORMATION
Wahlco Environmental Systems, Inc.
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Full Name of Registrant
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Former Name if Applicable
3600 West Segerstrom Avenue
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Address of Principal Executive Office (Street and Number)
Santa Ana, California, 92704
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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
/ / (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.
Wahlco Environmental Systems, Inc. (the "Company") is negotiating to obtain
additional funding through it's parent, WESAC, to provide working capital
financing for the Company. The outcome of these negotiations will materially
affect the information to be set forth in Management's Discussion and
Analysis of Financial Condition and Results of Operations, Liquidity and
Capital Resources, to be included in the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996 (the "Quarterly Report"). Because
of complexities and timing of the negotiations, the Company was not able to
complete the negotiations without unreasonable effort or expense to permit
it to timely file the Quarterly Report.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Theodore E. Lavoie (714) 979-7300
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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.
WAHLCO ENVIRONMENTAL SYSTEMS, INC.
(In thousands, except per share amounts)
(Unaudited)
Three months ended
June 30,
1996 1995
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Revenues 10,119 14,459
Gross profit 11 2,587
Selling, general & administrative expenses 4,964 5,793
Operating (loss) (4,953) (3,238)
Other income (expenses) (406) (531)
Income (loss) before income taxes (5,359) (3,769)
Net income (loss) (4,058) (2,810)
Average common shares outstanding 17,649 17,649
Earnings (loss) per common share ($0.23) ($0.16)
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WAHLCO ENVIRONMENTAL SYSTEMS, 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 13, 1996 By /s/ Theodore E. Lavoie
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Name: Theodore E. Lavoie
Title: Vice President,
Chief Financial Offier
