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OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER
1-11568
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR -----------------------------
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CUSIP NUMBER
69364P109
For Period Ended: DECEMBER 31, 1999 -----------------------------
[ ] 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:
____________________________________________________________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
PTI HOLDING INC.
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Full Name of Registrant
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Former Name if Applicable
C/O 15 EAST NORTH STREET
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Address of Principal Executive Office (Street and Number)
DOVER, DE 19901
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City, State and Zip Code
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 appropriate box.)
|X| | (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, 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 why the Form 10-K, 11-K, 20-F 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.)
During 1999, the Registrant acquired Karlen Manufacturing Inc., a corporation engaged in the sale of Health and Beauty Care
Products. As a result of having to consolidate Karlen Manufacturing Inc's results of operations in to those of the Registrant,
the Registrant has been unable to assemble the neccessary information for the Registrant's Annual report on Form 10-K for the
year ended December 31, 1999 on a timely basis and without unreasonable effort.
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
_ANTHONY COSTANZO____________________________ _________914__________________ _____________________423-8200____________________
(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.
The Registrant in the year ended December 31, 1999 had net sales of $68,477,246, as compared to net sales of $60,522,011
and $34,566,135 for the years ended December 31, 1998 and 1997, respectively. The sales increases resulted predominantly from
the acquisitions of Karlen in 1999, Comfees in 1998 and Flents in 1997, as well as increased sales to existing customers through
the addition of new product lines for the Company.
The Company had a net loss of $159,776 for the year ended December 31, 1999 compared to the Company's net income for the year
ended December 31, 1998 of $2,492,229 and net loss for the year ended December 31, 1997 of ($941,295). The net loss for 1997
included a non-recurring charge for stock based compensation of $3,636,838. The cost of sales for the year ended December 31,
1999 was $50,437,187 (resulting in a gross profit margin of 26%), compared to the Company's cost of sales for the year ended
December 31, 1998 of $43,283,112 (resulting in a gross profit margin of 28%) compared to the Company's cost of sales for the
year ended December 31, 1997 of $23,751,353 (resulting in the gross profit margin of 31%). The loss for 1999 was attributed to
to both lower gross margins and increased selling, general and administrative spending due to the higher costs associated with
the expansion of the helmet, bicycle and bicycle accessory business, the acquisition of Karlen, and the installation of new
systems.
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______PTI HOLDING 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 ________March 31, 2000_______________ By___/s/ Anthony Costanzo___________________________
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 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 or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
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