SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-19717
(Check one)
/ / Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F /x/ Form 10-Q and Form 10-QSB / / Form N-SAR
For period ended: March 28, 1999
/ / 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-Q. The waiver cannot
be obtained in time for the registrant to file its Quarterly
Report on Form 10-Q on a timely basis.
For the reasons set forth above, the registrant's inability to
timely file its Quarterly Report on Form 10-Q for the quarter
ended March 28, 1999 cannot be eliminated without unreasonable
effort or expense. The registrant intends to file its Quarterly
Report no later than the fifteenth day after the due date of the
Quarterly Report.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
John W. Powers Vice President & CFO (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 quarter ended March 28, 1999 was $22.8
million, compared to $23.3 million for the same period last year.
For the quarter, the Company incurred a loss of ($1,332,000),
compared to net income of $1,053,000 for the second quarter of
1998. Second quarter earnings per share were ($0.22), compared to
$0.18 for the same period last year. For the first six months of
fiscal 1999, net sales were $47 million, compared to $45.3 million
for the same period in fiscal 1998. For the six months ended March
28, 1999, the Company incurred a loss of ($1,608,000). For the same
1998 fiscal period, the Company reported net income of $1,964,000.
Fiscal 1999 first half earnings were ($0.27), compared to $0.33 for
the corresponding 1998 fiscal period.
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: May 13, 1999 By: /s/ John R. Allard
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John R. Allard, President & COO
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