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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-Q / /Form N-SAR
For Period Ended: June 30, 1998
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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
Harmony Holdings, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
724 First Street North, Fourth Floor
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Address of Principal Executive Office (Street and Number)
Minneapolis, Minnesota 55401
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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.
The Registrant's Annual Report on Form 10-K could not be filed on time
because the Registrant has not yet completed and consolidated the financial
statements for all of its operating subsidiaries.
During the fiscal year ended June 30, 1998, the Registrant effected a
company-wide reorganization. As part of this reorganization, substantially
all of the Registrant's executive officers were changed, including its
principal financial and accounting officers. In addition, the Registrant
changed its accounting function from a system in which all financial
information was collected in a central location to a decentralized system in
which each of the Registrant's subsidiaries maintains its own accounting
systems and accounting staff. Although a significant effort was required to
implement this change, the Registrant has realized positive results from its
efforts and believes the change will continue to contribute to a more
efficient and cost effective accounting system. However, during the last
quarter of the fiscal year, personnel changes at the Registrant's largest
revenue producing subsidiary caused significant delays in finalizing the
accounting records for that subsidiary to incorporate in the consolidated
financial statements and complete the fiscal year-end audit. Intervention at
the subsidiary would have caused unreasonable effort and expense, and
accordingly the Registrant requests relief under Rule 12b-25. The Registrant
is confident it will be able to produce timely and accurate financial
statements on a going-forward basis.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lance W. Riley, Esq. (612) 338-3300
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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.
Preliminary financial information indicates that the Registrant will
incur a net loss for the fiscal year ended June 30, 1998 of $4.3 million
compared to net income of $1.3 million for the fiscal year ended June 30,
1997. Gross profit decreased approximately $2.9 million due to reduced
profit margins, cessation of unprofitable operations, the loss of a key
director at one subsidiary and an internal sales representative at
another subsidiary. Although selling expenses decreased due to the
reduction in overall contract revenues, general and administrative
expenses increased $3.1 million due in part to a company-wide
reorganization in which substantially all of the Registrant's executive
officers were changed and the accounting function was decentralized.
Additionally, expenses increased due to the formation of a new subsidiary
in London, England and the opening of a new office for an existing
subsidiary.
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Harmony Holdings, 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 September 30, 1998 By /s/ James G. Gilbertson
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James G. Gilbertson
Its Chief Operating Officer
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).
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