SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-19717
(Check one)
/ x / Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F / / Form 10-Q and Form 10-QSB / / Form N-SAR
For period ended: September 27, 1998
/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and Form 10-QSB
/ / 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:
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PART I
REGISTRANT INFORMATION
Full name of registrant: WPI GROUP, INC.
Former name if applicable:
Address of principal executive offices (Street and number): 1155
Elm Street
City, state and zip code: Manchester, New Hampshire 03101
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 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,10-KSB, 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, 10-QSB, or portion thereof will be
filed on or before the fifth calendar day
following the prescribed due date; and
/ / (c) The accountants' 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, 10-
KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report
portion thereof could not be filed within the prescribed time
period. (Attach extra sheets if needed.)
As previously disclosed, the registrant entered into a credit
agreement (the "Credit Agreement") with a group of lenders (the
"Lenders"), with Fleet Bank - NH as agent, pursuant to which,
among other things, the Lenders have provided the registrant with
a financing facility in an aggregate principal amount of up to
$75 million. The registrant has requested the Lenders to waive
compliance with one of the financial covenants contained in the
credit agreement, and the registrant is awaiting a decision from
the Lenders on this matter. Although the registrant believes
that the Lenders will issue such a waiver in the near future, no
assurances can be given as to the timing of the Lenders'
decision. Failure to obtain such a waiver would significantly
impact the disclosures required by Form 10-K. The waiver cannot
be obtained in time for the registrant to file its Annual Report
on Form 10-K on a timely basis.
For the reasons set forth above, the registrant's inability to
timely file its Annual Report on Form 10-K for the fiscal year
ended September 27, 1998 cannot be eliminated without
unreasonable effort or expense. The registrant intends to file
its Annual Report no later than the fifteenth day after the due
date of the Annual Report.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Dennis M. Deegan, President & COO (603) 627-3500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) or 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 the
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
Net sales for the fiscal year ended September 27, 1998 were $94.9
million, compared to $62.4 million for fiscal 1997. Net income
for fiscal 1998 was $2.5 million or $0.40 per share, compared to
net income of $1.1 million and earnings per share of $0.18 in
fiscal 1997.
WPI GROUP, 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 thereunto duly authorized.
Date: December 28, 1998 By: /s/ Dennis M. Deegan
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Dennis M. Deegan, President & COO
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