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SEC FILE NUMBER: 000-26898 CUSIP NUMBER: 640919106
640919114
FORM 12B-25
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: March 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:_______________________________________________________
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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.
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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
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Full Name of Registrant (Former Name if Applicable)
MacGregor Sports & Fitness, Inc
Address of Principal Executive Office (Street and Number)
8100 White Horse Rd.
City, State and Zip Code
Greenville, SC 29611
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PART II - RULES 12B-25(B) AND (C)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b) [Paragraph
23,047], 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 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 [Amended in Release No. 34-26589 (Paragraph 72,435),
effective April 12, 1989, 54 F.R. 10306.]
[ x ] (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
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State below in reasonable detail the reasons why 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 period.
The Company initially filed Form 14A with the Securities and Exchange
Commission March 25, 1996, and subsequently filed amendments May 7 and June 4.
The Company plans to file another amendment June 17 and therefore requests the
five-day extension in order to receive comments thereon. The April 30, 1996
financials are included in the June 4 amendment and in the amendment to be
filed June 17.
Two of the major issues in the filing are:
1. The sale of the rights to use the MacGregor trademark and various
related trademarks (the "MacGregor Rights") held by MacGregor Sports &
Fitness's ("MSF") wholly-owned subsidiary MacGregor Sports Products,
Inc. ("MSP"), to Hutch Sports U.S.A. Inc. ("Hutch"), a subsidiary of
Roadmaster Industries, Inc. ("Roadmaster").
2. The execution and delivery of the attached Agreement and Plan of Merger,
as amended (the "Merger Agreement"), between MSF, MG Acquisition
Subsidiary, Inc., a Minnesota Corporation, a newly-formed, wholly-owned
subsidiary of MSF ("Subsidiary" or "MG"), and IntraNet Integration
Group, Inc. (formly known as Technical Publishing Solutions, Inc.), a
Minnesota Corporation ("TSPI"), pursuant to which Subsidiary shall be
merged (the "Merger") with and into TPSI, with TPSI as the surviving
corporation and as a wholly-owned subsidiary of MSF.
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PART IV:
OTHER INFORMATION:
(1) Name and telephone number of person to contact in regard to this
notification.
Barry Hollander 864 294-5370
(Name) (Area Code) (Telephone Number)
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(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.
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<TABLE>
<CAPTION>
(3) THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30 APRIL 30
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues -0- $ 129,931 -0- $ 450,450
Net Loss $(1,468,421) $(130,205) $(2,953,874) $ (368,516)
</TABLE>
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The main reasons for the increases in the losses were the write-down of
MacGregor trademark costs of $1,200,000, reducing the carrying value of such
trademarks to $2,932,880, which is the approximate sale price to Hutch of the
MacGregor Rights. Additionally, expenses were recorded in the quarter ended
April 30, 1996 of $1,090,400 for services provided in connection with the
merger with TPSI as discussed above.
MACGREGOR SPORTS & FITNESS, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 1996
By: /s/Barry Hollander
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Barry Hollander
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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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, DC 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 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 amendment notification.
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