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UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CUSIP NUMBER
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: September 30, 1997
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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
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FULL NAME OF REGISTRANT
3CI Complete Compliance Corporation
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FORMER NAME IF APPLICABLE
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
910 Pierremont, Suite 312
Shreveport LA 71106
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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, 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
|
[X] | (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, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On April 11, 1997 the Company filed a Schedule 14C Information Statement to
provide notice to it's stockholders of an amendment to the Company's
Certificate of Incorporation to increase the authorized preferred and common
stock. Upon filing with the Securities and Exchange Commission (the "SEC"), the
information statement was given a full review by the Division of Corporation
Finance of the SEC. The Company received three successive comment letters dated
May 13, 1997, July 9, 1997, and November 20, 1997, from the staff of the SEC.
The Company has responded to each of these SEC comments with letters dated June
4, 1997, August 1, 1997 and December 19, 1997. Until this review is completed
by the SEC and the Company fully amends it's previous year Form 10-K, the
Company's auditors will not release the current year's financial statement
opinion. The statement from the Company's auditors required by Rule 12b-25(c)
is attached hereto as Exhibit 1. Therefore, the Company feels that the filing
of 10-K materials without the financial statements would be so incomplete as to
be misleading and confusing. The Company will file the Form 10-K for the period
ended September 30, 1997, soon after the SEC completes its review process and
the Company's auditors release their report on the current years financial
statements.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Curtis W. Crane (318) 869-0440
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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 reports) 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.
The Company anticipates that for the fiscal year ended September 30, 1997,
its results of operation will reflect a net loss of approximately
$1,088,000 compared to a net loss of $16,282,837 for the fiscal year ended
September 30, 1996.
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3CI COMPLETE COMPLIANCE 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
hereunto duly authorized.
Date: December 30, 1997 By: /s/ Curtis W. Crane
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Chief Financial 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.
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* *
* Intentional misstatements or omissions of fact constitute Federal Criminal *
* Violations (See 18 U.S.C. 1001). *
* *
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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 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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Letter regarding Form 12B-25
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EXHIBIT 99.1
December 30, 1997
Mr. Curtis Crane, Chief Financial Officer
3CI Complete Compliance Corporation
910 Pierremont Road, Suite 312
Shreveport, Louisiana 71106
Re: Form 12B-25
Dear Curtis:
The purpose of this letter is to confirm that our firm is not presently able to
express an opinion on the financial statements of 3CI Complete Compliance
Corporation (the Company) as of and for the year ended September 30, 1997. The
Company's Form 10-K for the prior fiscal year is currently under review by the
Division of Corporation Finance of the Securities and Exchange Commission (the
SEC). To date, the SEC has issued three comment letters in connection with such
review. All of the comments have not yet been cleared.
Because of the significance of several of the SEC's review comments and their
potential impact on the prior and current year financial statements, we are
unable to issue an opinion on the September 30, 1997 financial statements at
this time.
Obviously, the reason for our inability to express an opinion on the September
30, 1997 financial statements is related to your reason for not being able to
timely file the Form 10-K.
Upon resolution of the issues raised during the SEC's review process, we
anticipate being able to issue an opinion on the financial statements as of and
for the year ending September 30, 1997.
Please call with any questions you or others may have.
Kindest regards.
Sincerely,
Spencer Bernard, Jr.
Sbjr:ml
Encl.
