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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER 0-27920
NOTIFICATION OF LATE FILING
(CHECK ONE) [X] FORM 10-K [ ] FORM 11-K
[ ] FORM 20-F [ ] FORM 10-Q [ ]FORM N-SAR
FOR PERIOD ENDED: JANUARY 30, 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: _______________
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
FULL NAME OF REGISTRANT
GARDEN BOTANIKA, INC.
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
8624 154TH AVENUE NE
CITY, STATE AND ZIP CODE
REDMOND, WASHINGTON 98052
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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
[X] expense;
(b) The subject annual report, on Form 10-K, or
portion thereof, will be filed on or before the
fifteenth 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 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 period:
Registrant is unable to file its report on Form 10-K for the year ended
January 30, 1999 without unreasonable effort and expense for the reasons set
forth below.
On April 20, 1999, the registrant filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in order to address obligations
associated with the registrant's recent financial difficulties and related
reorganization efforts. The bankruptcy filing has placed an enormous strain on
the registrant's accounting and administrative staff. The registrant's staff has
spent the majority of its time during the past weeks preparing for the filing of
the bankruptcy petition and negotiating the reorganization efforts. This has
involved an enormous amount of time and effort and daily court appearances for
the registrant's accounting staff, including the registrant's Chief Financial
Officer, who has primary responsibility for preparation of the registrant's
periodic reports. Moreover, the registrant's current and future business plans
and management team is still in flux in connection with the bankruptcy process.
As a result, the registrant has had insufficient resources to collect the
information necessary for, and prepare an accurate draft of, its Form 10-K.
Further, substantially all of the information necessary to finalize the Form
10-K is still unavailable at this time as a result of the bankruptcy filing.
In addition, in connection with its bankruptcy filing, the registrant
will seek authority to close 95 of its 245 retail stores nationwide and
liquidate the related inventory by May 31, 1999. The closures and liquidation
may require additional adjustments to and disclosures in the registrant's
financial statements. At the registrant's recommendation, the registrant's
accounting staff and outside auditors elected to not finalize the applicable
financial statements until the bankruptcy court approved the registrant's
closure and liquidation plans (which occurred on April 30, 1999). This delay has
precluded the registrant's auditors from timely completing the audit of the
financial statements to be included in the Annual Report on Form 10-K. Until the
audit of the registrant's financial statements has been completed, the
registrant lacks a reasonable basis for describing various of the details of the
registrant's business and operations, nor can the financial statements and
related Management's Discussion and Analysis thereof be appropriately finalized
and included in the Annual Report on Form 10-K. Finally, the registrant's
bankruptcy filing will have a material impact on the registrant's current
litigation. The exact nature of this impact is not fully ascertainable at this
point. Until the registrant is able to determine how its current litigation will
be affected by the bankruptcy filing, the registrant lacks a reasonable basis
for describing the details of the registrant's legal proceedings.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Name: James Dunlap, General Counsel (425) 558-6623
(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
(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
The registrant expects that the results of its operations for fiscal
year 1998 to be included in the subject report will exhibit a material decline
from fiscal year 1997. The registrant believes this decline will be the result
of a deterioration in store level sales as well as the need to recognize
impaired asset reserves for many of the registrant's most poorly performing
stores. However, for the reasons set forth above in Part III, the registrant is
unable to quantify the anticipated change at this time.
Garden Botanika, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: April 30, 1999 By: /s/ ARLEE JENSEN
--------------------------------
Arlee Jensen, Chief Executive
Officer
Exhibit 1 Letter dated April 30, 1999, from Arthur Andersen LLP to Securities
and Exchange Commission
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Exhibit 1
April 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities and Exchange Act of 1934 and in satisfaction of item (c) of Part
II of Form 12b-25.
We are the independent auditors of Garden Botanika, Inc. (the "Registrant"). The
Registrant has stated in Part III of its filing on Form 12b-25 that it is unable
to timely file, without unreasonable effort or expense, its Annual Report on
Form 10-K for the year ended January 30, 1999, in part because, as a result of
circumstances relating to the Registrant's bankruptcy, we have not yet completed
our audit of the financial statements of the Registrant for the year ended
January 30, 1999 and are therefore unable to furnish the required opinion on
such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein.
Very truly yours,
ARTHUR ANDERSEN LLP
