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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| June 30, 1994 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
| hours per |
(Check One): [X] Form 10-K and 10-KSB [_] Form 20-F | response....2.50 |
[_] Form 11-K [_] Form 10-Q [_] Form N-SAR --------------------
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For Period Ended: JUNE 30, 1997 | SEC FILE NUMBER |
------------------------------------ | 000-19971 |
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | 913828 10 9 |
[_] 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:
Not Applicable
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant
UNIVERSAL SEISMIC ASSOCIATES, INC.
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Former Name if Applicable
Not Applicable
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Address of Principal Executive Office (Street and Number)
16420 PARK TEN PLACE, SUITE 300
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City, State and Zip Code
HOUSTON, TEXAS 77084-5051
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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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report on Form 10-KSB will be filed on or before
the fifteenth calendar day following the prescribed due data; 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 the Form 10-KSB could not be
filed within the prescribed period.
The Registrant was involved in an aborted merger earlier in the year
that led to a proxy fight with a group of shareholders that styled
themselves "The Universal Seismic Stockholders' Committee" (the
"Shareholders' Committee"). At the Company's Annual Meeting of
Shareholders, incumbent directors were reelected and all of the
Shareholders' Committee's proposals were defeated. Thereafter, Michael
T. Kanarellis, one of the members of the Shareholders' Committee,
submitted letters to various members of the Audit Committee ("Audit
Committee") alleging that "the Company's financial statements for the
fiscal year ended June 30, 1996 and the fiscal quarters ended September
30, 1996 and December 31, 1996 are false and materially misstated" and
alleging certain specific items of misstatement. The group also filed a
suit against the Registrant and its directors. The Registrant restated
its financial statements for the two interim quarters. The suit has been
settled and is subject to the judge's approval, which is expected on or
before October 3, 1997. A new Chief Accounting Officer was employed in
August 1997 to address the issues raised in the Audit Committee's
independent investigation of the Registrant's financial management
procedures. The above events delayed the finalizing of the June 30, 1997
financial statements and the start of the audit by the independent
public accountants. On September 26, 1997 the Company announced the
operating results for the year. There was a net loss of $6,171,539
reported for the year compared to a net loss for the prior year of
$808,857. The current year included several unusual items as described
in response to Item 3 of Part IV herein. The Company expects to conclude
the preparation of its financial statements and the audit of those
statements by the independent public accountants by October 13, 1997.
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JOE T. RYE (281) 578-8081
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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 the 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.
SEE ATTACHED NARRATIVE
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UNIVERSAL SEISMIC ASSOCIATES, 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 September 29, 1997 By /s/ Ronald L. England
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Ronald L. England, Vice President
Treasurer and Chief Financial Officer
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| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
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UNIVERSAL SEISMIC ASSOCIATES, INC.
FORM 12b-25 FOR FORM 10-KSB AT JUNE 30, 1997
SEPTEMBER 29, 1997
Response to Part IV, Question 3
The Registrant had revenues for fiscal 1997 of $31,287,329, up 22% from
fiscal 1996 revenues of $25,599,121. The Registrant had a net loss of $6,171,539
or $1.23 per share for fiscal 1997. This compares to a net loss of $808,857 or
$.19 per share in fiscal 1996. The current net loss includes (1) $2,146,000 of
costs associated with the aborted Suelopetrol merger and the ensuing proxy fight
and shareholder litigation, (2) $929,000 to recognize the remaining portion of
an operating lease for data acquisition equipment the Registrant no longer
expects to utilize, and (3) a gain of $559,000 on the sale of an interest in
certain oil and gas properties. On September 26, 1997 the Registrant reported
operating results for the fourth quarter and fiscal year ended June 30, 1997 as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
JUNE 30, JUNE 30,
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1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Operating Revenues $ 6,768,561 $10,125,895 $31,287,329 $25,599,121
Net income (loss) (4,432,863) 104,367 (6,171,539) (808,857)
Earnings (loss) per share $ (0.85) $ 0.02 $ (1.23) $ (0.19)
Weighted average common
shares outstanding 5,234,109 4,234,715 5,012,732 4,260,724
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