BPI PACKAGING TECHNOLOGIES INC
NT 10-K, 1996-05-24
PLASTICS, FOIL & COATED PAPER BAGS
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                                                  SEC FILE NUMBER             
                                                         0-19561              
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                                                   CUSIP NUMBER               
                                                      05562T105               
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                                  UNITED STATES
                                                          

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                               
                                   FORM 12b-25
                                             

                           NOTIFICATION OF LATE FILING
                                                    
                                                    

(Check One): [X]  Form 10-K  [_]  Form 20-F [_]  Form 11-K  [  ]  Form 10-QSB
             [_]  Form N-SAR    
                                                                   
                                                                          

                       For Period Ended: February 23, 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 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.

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

BPI Packaging Technologies, Inc.
- --------------------------------------------------------------------------------

Full Name of Registrant
BPI Environmental, Inc.
- --------------------------------------------------------------------------------

Former Name if Applicable
455 Somerset Avenue
- --------------------------------------------------------------------------------

Address of Principal Executive Office (Street and Number)
Dighton, Massachusetts  02764
- --------------------------------------------------------------------------------

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)

         (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,  Form  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,  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).

     The  Company  is unable to file the  Annual  Report on Form 10-K (the "Form
10-K") for the fiscal year ended  February  23,  1996 as it has been  delayed in
completing its audit.



SEC 1344 (8-89)


PART IV - OTHER INFORMATION

(1)    Name and telephone number of person to contact in regard to this
       notification.

       Marguerite J. Hill, Esquire              (617)              890-6600
                (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 reports)  been filed?  If
       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 loss for Fiscal  1995 was  $847,000,  and the loss for  Fiscal  1996 is
expected to be approximately  $3,500,000 to $5,000,000.  Major components of the
loss for Fiscal  1996 are  losses  from  operations,  adjustments  to  inventory
valuations and other adjustments to the balance sheet.

- --------------------------------------------------------------------------------



                        BPI Packaging Technologies, Inc.
     -----------------------------------------------------------------------

                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:  May 24, 1996                         By:   /s/ Dennis N. Caulfield
                                                  ------------------------------
                                                  Dennis N. Caulfield, President

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-------------------------------------

 
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 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.



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