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UNITED STATES Commission File Number
SECURITIES AND EXCHANGE COMMISSION 0-20828
Washington, D.C. 20549 -------
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ ]Form 10-K [ ]Form 11-K [ ]Form 20-F [X]Form 10-Q [ ]Form N-SAR
For Period Ended: September 30, 1998
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[ ] 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 ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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:
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PART I - REGISTRANT INFORMATION
Danka Business Systems PLC
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Full Name of Registrant
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Former Name if Applicable
11201 Danka Circle North
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Address of Principal Executive Office (STREET AND NUMBER)
St. Petersburg, FL 33716
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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 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;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 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 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)
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As previously reported on Form 8-K filed October 21, 1998, the registrant has
been granted by a consortium of international banks (the "Lenders") party to the
registrant's multicurrency credit agreement, a waiver of certain financial
covenants and the consequences of failure to comply with such covenants for the
period beginning on September 30, 1998 and ending on February 28, 1999. Due to
the operational and administrative pressures on the registrant's staff which
has resulted from: (i) the registrant's current financial situation and the
negotiation and execution of the waiver; (ii) the preparation of certain
reports required by the Lenders pursuant to the waiver; (iii) the preparation
of a business plan and other matters required to satisfy the requirements for
advances during the period the waiver is in effect; (iv) the other consequences
of the registrant's entry into the waiver and of the granting of security
interests in the registrant's assets as prescribed therein; (v) ongoing
activities necessary to maintain the registrant's relationships with and access
to other sources of funding; and (vi) ongoing activities necessary to maintain
the registrant's relationships with and access to suppliers and vendors, the
registrant has been unable to assemble the required information and has been
unable to prepare its Form 10-Q, and the related financial statements, within
the prescribed time period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David P. Berg 727 576-6003
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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
(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 anticipates that the Quarterly Report on Form 10-Q for
the period ended September 30, 1998 (the "Form 10-Q") will reflect
revenue, operating loss, net loss and net loss per American Depositary
Share ("ADS") for the quarter ended September 30, 1998 of $733.8
million, $2.7 million, $13.4 million and $0.23, respectively, compared
to revenue of $814.8 million, operating earnings of $46.5 million, net
earnings of $19.7 million and net earnings per ADS of $0.34 for the
quarter ended September 30, 1997.
The registrant anticipates that, for the six month period ended
September 30, 1998, the Form 10-Q will reflect revenue, earnings from
operations, net loss and net loss per ADS of $1,499.2 million, $20.7
million, $8.3 million and $0.15, respectively, compared to revenue of
$1,648.9 million, earnings from operations of $92.7 million, net
earnings of $38.2 million and net earnings per ADS of $0.66 for the six
month period ended September 30, 1997.
The registrant anticipates that the Form 10-Q will reflect that the
registrant's performance in the quarter ended September 30, 1998 was
impacted by a number of factors, including the following anticipated
disclosures: that the decrease in revenue was primarily due to lower
equipment sales and reduced retail service, supplies and rentals
revenue in both the U.S. and international markets; that the decline in
the registrant's gross profit margin was primarily due to lower retail
margins in equipment and service, supplies and rentals; and that
earnings from operations were primarily impacted by the shortfall in
revenue, higher SG&A expenses and lower combined gross profit.
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Danka Business Systems PLC
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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 November 16, 1998 By /s/ DAVID P. BERG
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David P. Berg
Senior Vice President and
General Counsel
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
persons 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 INSTRUCTION
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 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 amendment 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 (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
