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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: June 30, 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:
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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.
- --------------------------------------------------------------------------------
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.
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Full Name of Registrant
Mr. Bulb, Inc.
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Former Name if Applicable
86 South Street
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Address of Principal Executive Office (Street and Number)
Hopkinton, Massachusetts 01748-2213
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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)
(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 six months ended June 30, 1996 primarily as a result of
the delays associated with the significant corporate restructuring that the
Company commenced during the period. Management of the Company changed
significantly in connection with such restructuring, including the hiring of a
new Chief Executive Officer, which further delayed the completion of the
Company's Form 10-QSB.
SEC 1344 (8-89)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Edward P. Gonzales, Esquire (617) 890-6600
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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
(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 six months ended June 30, 1995 ("First Half of 1995")
will be reflected in the earnings statement to be included in the
Company's Form 10-QSB for the six months ended June 30, 1996 ("First Half
of 1996"). For the First Half of 1995, the Company had net income of
approximately $232,000 (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 $7,900,000 for the First Half of 1996. The change from net
income in the First Half of 1995 to a net loss in the First Half of 1996
is due primarily to: (i) the wind-down by the Company of its Canadian
operations; (ii) the restructuring of the Company's U.S. operations;
(iii) significantly reduced sale revenues; and (iv) a decrease in the
Company's profit margin.
ENCON Systems, 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
hereunto duly authorized.
Date: August 14, 1996 By: /s/Robert Wexler
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Robert Wexler, Chief Executive 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.
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.
