SHELDAHL INC
NT 10-K, 1998-11-27
PRINTED CIRCUIT BOARDS
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                     FORM 12b-25
                                                                   [STAMP]
                             NOTIFICATION OF LATE FILING



                                                     Commission File Number 0-45
                                                       Cusip Number 822440 10 3


(CHECK ONE)  

/X/ Form 10-K and Form 10-KSB / /  Form 20-F  / /  Form 11-K  / /  Form 10-Q and
Form 10-QSB  / /  Form N-SAR

     For period ended August 28, 1998

     / /  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:___________________
________________________________________

<PAGE>

                                        PART I
                                REGISTRANT INFORMATION

Full Name of Registrant    Sheldahl, Inc.                                 
                        --------------------------------------------------

Former Name if Applicable 
                          ----------------------------------------------------

Address of Principal Executive Office (STREET AND NUMBER)   1150 Sheldahl Road  
                                                          ----------------------

City, State and Zip Code Northfield, Minnesota  55057
                         -----------------------------------------------------

                                       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 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 Forms 10-K, 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, 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 the reasons why Forms 10-K and 10-KSB, 
20-F, 11-K, 10-Q and 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.)

     Subsequent to year end, the Registrant made a redemption payment to a 
     holder of its Series B Convertible Preferred Stock.  Because of this 
     redemption, the Registrant failed to be in technical compliance with the 
     covenants it has with its lenders.  In order to waive the Registrant's 
     noncompliance, the lenders are requiring the Registrant to renegotiate 
     the covenants in its agreements with the lenders.  This renegotiation is 
     ongoing and affects the Registrant's ability to finalize the disclosure, 
     the financial statements and the notes thereto included in its Annual 
     Report on Form 10-K for the fiscal year ended August 28, 1998. The 
     Registrant reasonably expects to file its Annual Report on Form 10-K for 
     the fiscal year ended August 28, 1998 no later than the fifthteenth 
     calendar day following the due date, in accordance with Rule 
     12b-25(b)(2)(ii).

                                          2

<PAGE>

                                       PART IV
                                  OTHER INFORMATION

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

       John V. McManus                           (507) 663-8337
- ------------------------------------------------------------------------------
           (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 quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

     The Registrant announced results for the year ended August 28, 1998 on
October 21, 1998. 

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<PAGE>

                                    SHELDAHL, INC.
- ------------------------------------------------------------------------------
                     (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 26, 1998             By      /s/ John V. McManus
                                     -----------------------------------------
                                   John V. McManus, Vice President - Finance

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 U.S.C. 1001).

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