----------------------------------
OMB APPROVAL
----------------------------------
OMB Number: 3235-0058
Expires: June 30, 1991
Average estimated burden
hours per response . . . . 2.50
----------------------------------
SEC FILE NUMBER
1-11065
----------------------------------
CUSIP NUMBER
60646H106
----------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K [X] Form 10-QSB
[_] Form N-SAR
For Period Ended: March 31, 1996
---------------------------
[ ] 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:
-----------------------
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.
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
ENCON Systems, Inc.
- - --------------------------------------------------------------------------------
Full Name of Registrant
Mr. Bulb, Inc.
- - --------------------------------------------------------------------------------
Former Name if Applicable
86 South Street
- - --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Hopkinton, Massachusetts 01748-2213
- - --------------------------------------------------------------------------------
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)
(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
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).
The Company is unable to file the Quarterly Report on Form 10-QSB (the
"Form 10-QSB") for the three months ended March 31, 1996 primarily as a result
of the Company hiring a new Chief Financial Officer, effective as of April 17,
1996. Because of the essential role played by the Chief Financial Officer is
preparing the Form 10-QSB, including the preparation of the Company's financial
statements, schedules and supporting documentation, and the limited amount of
time that the new Chief Financial Officer had in which to prepare such
materials, the Company is not able to file its Form 10-QSB at this time.
SEC 1344 (8-89)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Thomas A. Rosenbloom (617) 890-6600
-------------------- ----- --------
(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
(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 a significant change in its results of
operations from the three months ended March 31, 1995 ("First Quarter
1995") will be reflected in the earnings statement to be included in the
Company's Form 10-QSB for the three months ended March 31, 1996 ("First
Quarter 1996"). For the First Quarter of 1995, the Company had net income
of approximately $150,000 (after adjustment for the adoption at the end
of Fiscal 1995 of a change in accounting principle). Based on the
Company's preliminary estimates, the Company expects to report a net loss
of approximately $500,000 for the First Quarter of 1996, of which
approximately $400,000 is attributable to the Company's Canadian
operations. The change from net income in the First Quarter of 1995 to a
net loss in the First Quarter of 1996 is due primarily to: (i)
significantly reduced sale revenues, especially from the Company's
Canadian operations; (ii) an increase in the cost of goods sold; (iii) a
decrease in the Company's profit margin; and (iv) a lack of resources to
maximize the Company's Canadian operations.
- - --------------------------------------------------------------------------------
ENCON Systems, 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: May 16, 1996 By: /s/Alan L. Freidman
----------------------------------- ----------------------
Alan L. Freidman, President
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.
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
- - --------------------------------------------------------------------------------
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
- - --------------------------------------------------------------------------------
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 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.
