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2983
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number
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NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 11-K / / Form 20-F /X/ Form 10-Q
/ / Form N-SAR
For Period Ended: SEPTEMBER 30, 1996
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
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.
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
Full name of registrant SUBMICRON SYSTEMS CORPORATION
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Former name if applicable
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Address of principal executive office (Street and number)
6620 GRANT WAY
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City, State and Zip Code ALLENTOWN, PENNSYLVANIA 18106
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PART II. RULE 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 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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th 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, 20-F,
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 Company is currently discussing with its primary lender waivers
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with respect to certain financial convenants as of September 30, 1996.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
R.G. HOLMES (610) 530-3204
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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 preceding 12 months or for such shorter period that the
registrant was required to file such report 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 Company's results of operations are expected to be as follows:
SUBMICRON SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1996 1995
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<S> <C> <C>
System sales, net $ 24,929 $ 17,831
Service and other sales 8,027 7,351
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Total net sales 32,956 25,182
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Cost of system sales 33,976 12,002
Cost of service and other sales 7,898 4,156
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Total cost of sales 41,874 16,158
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Gross profit (8,918) 9,024
Selling, general and administrative 11,596 7,780
Research and development 2,997 1,261
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Operating loss (23,511) (17)
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Other income (expense):
Interest income 73 68
Interest expense (1,413) (475)
Other, net (15) 4
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Total other expense (1,355) (403)
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Loss before income taxes (24,866) (420)
Income tax benefit 8,728 79
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Net loss $(16,138) $ (341)
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Net loss per Common share $ (.96) $ (.02)
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Weighted average number of
shares of Common stock outstanding 16,801 16,286
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</TABLE>
SUBMICRON SYSTEMS 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 11/14/96 By R.G. HOLMES, Chief Financial Officer
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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 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 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.