U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Check One):
SEC FILE NUMBER
000-19580
FORM 12b-25
NOTIFICATION OF LATE FILING
CUSIP NUMBER
456-160-100
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: DECEMBER 31, 1999
---------------------
[ ] 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:____________________
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
INDUSTRIAL HOLDINGS, INC.
Full Name of Registrant
N/A
Former Name if Applicable
7135 ARDMORE
Address of Principal Executive Office (Street and Number)
HOUSTON, TEXAS 77054
City, State and Zip Code
1
<PAGE>
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, 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
As disclosed in the Company's Form 10-Q for the quarter ended September
30, 1999, the Company is engaged in negotiations to refinance substantially all
of its outstanding senior secured debt. Since the Company's corporate staff has
devoted substantially all of its resources to the debt refinancing, the Company
has not been able to complete the Form 10-K for the 1999 fiscal year on a timely
basis. In addition, the Company has not yet received the financial results for a
partnership in which it is a partner, and those results are expected to be
material to the Company's results of operations.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Curt Mackey (713) 747-1025, ext 224
- --------------------------- ------------ -------------------
(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 the
answer is no, identify report(s).
[X] Yes [ ] No
2
<PAGE>
(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 statement 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.
INDUSTRIAL HOLDINGS, 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: March 30, 1999 By: /s/ CHRISTINE A. SMITH
Name: Christine A. Smith
Title: Chief Financial Officer
and Executive Vice President
3
<PAGE>
PART IV - ATTACHMENT TO FORM 12b-25
The Company expects that the results of operations in its 1999 fourth
quarter will be consistent with the first three quarters of 1999 - decreased
revenues and gross margins, increased administrative expenses, and decreased
earnings compared with the comparable 1998 periods. The negative trends expected
to continue in the fourth quarter were exacerbated by a number of charges to
earnings stemming primarily from facility closures and consolidations, and the
related write-offs of assets, and payment of employee costs. The Company cannot
reasonably estimate those results because the necessary financial statements for
the last quarter of 1999 have not yet been completed. The Company plans to
restate its 1999 quarterly financial statements on Forms 10-Q to correct the
timing of revenue recognition under contract sales included in the financial
statements of a subsidiary acquired in 1999. However, those restatements will
not have any effect on the Company's current or prior annual financial results.
4
