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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-20828
CUSIP NUMBER
(CHECK ONE): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q
/ /Form N-SAR
For Period Ended: December 31, 1998
/ / 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 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:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
Danka Business Systems PLC
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Former Name if Applicable
Not Applicable
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Address of Principal Executive Office (Street and Number)
11201 Danka Circle North
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City, State and Zip Code
St. Petersburg, FL 33716
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PART II -- RULES 12b-25(b) AND (c)
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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)
/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 or 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 of 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
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period.
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 multi currency 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
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registrant's staff which has resulted from: (i) the registrant's current
financial situation and the negotiation and execution of an extension of the
waiver; (ii) the preparation of reports required by the Lenders pursuant to the
waiver and required by the Lenders to obtain an extension of the waiver; (iii)
the updating 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 the extension
of 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
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(1) Name and telephone number of person to contact in regard to this
notification
F. Mark Wolfinger (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 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 anticipates that the Quarterly Report on Form 10-Q for
the period ended December 31, 1998 (the "Form 10-Q") will reflect revenue,
operating loss, net loss and net loss per American Depositary Share ("ADS")
after restructuring and other special charges totaling $236.2 million for the
quarter ended
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December 31, 1998 of $723.9 million, $298.9 million, $274.0 million and $4.82,
respectively, compared to revenue of $834.2 million, operating earnings of $14.6
million, net loss of $0.4 million and net loss per ADS of $0.01 for the quarter
ended December 31, 1997.
The registrant anticipates that, for the nine month period ended
December 31, 1998, the Form 10-Q will reflect revenue, loss from operations, net
loss and net loss per ADS of $2.2 billion, $278.3 million, $282.2 million and
$4.96, respectively, compared to revenue of $2.5 billion, earnings from
operations of $107.2 million, net earnings of $37.8 million and net earnings per
ADS of $0.67 for the nine month period ended December 31, 1997.
The registrant anticipates that the Form 10-Q will reflect that the
registrant's performance in the quarter ended December 31, 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 special charges resulting from efforts to dispose of slow moving
inventory, substantial discounting resulting in part from negative press
regarding the registrant's financial situation and competitive factors resulting
from an accelerated shift to digital products and direct selling by Japanese
manufacturers; and that earnings from operations were primarily impacted by the
shortfall in revenue and gross profits, increase amortization of intangibles
resulting from goodwill impairments and higher SG&A expenses.
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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
hereunto duly authorized.
Date February 17, 1999 By: /s/ F. Mark Wolfinger
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F. Mark Wolfinger,
Chief Financial Officer and
Principal Accounting 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
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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 (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(s) 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 sued 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
232.13(b) of this chapter).
