GRILL CONCEPTS INC
NT 10-Q, 1996-08-15
EATING PLACES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                         Commission File Number 0-23226

(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q and Form
10-QSB [ ] Form N-SAR

         For Period Ended:  June 30, 1996

[ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form
20-F [ ] Transition  Report on Form 11-K [ ] Transition  Report on Form 10-Q and
Form 10-QSB [ ] Transition Report on Form N-SAR

     For the Transition Period Ended:

     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.

         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                Grill Concepts, Inc.

Former Name if Applicable

Address of Principal Executive
 Offices (Street and Number)           11661 San Vicente Blvd., Suite 404
                                    -------------------------------------

City, State and Zip Code              Los Angeles, California 90049
- --------------------------------------------------------------------------------

                                     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;

/X/      (b)      The subject annual report,  semi-annual report, transition
                  report on Form 10-K,  10-KSB,  20-F,  11-K or Form  N-SAR,  or
                  portion  thereof will be filed on or before the 15th  calendar
                  day  following  the   prescribed  due  date;  or  the  subject
                  quarterly report or transition report on Form 10-Q, 10-QSB, 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.


<PAGE>


- --------------------------------------------------------------------------------

                                    PART III
                                    NARRATIVE
- --------------------------------------------------------------------------------

         State below in  reasonable  detail the reasons why Forms 10-K,  10-KSB,
11-K. 20-F,  10-Q,  10-QSB,  N-SAR, or the transition  report or portion thereof
could not be filed within the  prescribed  time period.  (Attach extra sheets if
needed.)


     The  Registrant  is  involved  in  ongoing  discussions  with  respect to a
     potential  acquisition.  Because  of the time  required  of  management  in
     connection with  negotiations  and financing  arrangements  relating to the
     potential acquisition,  the Registrant is unable to file Form 10-QSB by the
     prescribed                             due                            date.
- --------------------------------------------------------------------------------




                                     PART IV
                                OTHER INFORMATION
- --------------------------------------------------------------------------------

(1)Name and telephone number of person to contact in regard to this notification

           Ben Sumner                   310         820-5559
            (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?
                                                [  ] Yes  [X] No
         If  so,  attach  an  explanation  of  the  anticipated   change,   both
         narratively and  quantitively,  and, if appropriate,  state the reasons
         why a reasonable estimate of the results cannot be made.


- --------------------------------------------------------------------------------


                              Grill Concepts, 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        August 14, 1996                        By  /s/ Robert Spivak
    --------------------------------------             -------------------
                                                       Robert Spivak, President
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  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 the 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  notification  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.


<PAGE>




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