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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[ ] FORM 10-K [ ] FORM 20-F [ ] FORM 11-K [X] FORM 10-Q [ ] FORM N-SAR
FOR PERIOD ENDED: JUNE 30, 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 INSTRUCTION (ON BACK PAGE) 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:
PART I - REGISTRANT INFORMATION
THOMAS GROUP, INC.
Full Name of Registrant
N/A
Former Name If Applicable
5215 N. O'CONNOR BLVD., SUITE 2500
Address Of Principal Executive Office (Street And Number)
IRVING, TEXAS 75039
City, State And Zip Code
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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)
[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 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
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Company's Audit Committee meeting was postponed until August 13, 1998 due to
the business schedules of its members, which involved overseas travel. Because
of the potential for changes to the form as a result of the audit committee
meeting, which could not be processed timely for the August 14 deadline,
Management has postponed filing of the quarterly report. The Company believes
the five-day extension will provide adequate time to complete the required
disclosures.
(Attach Extra Sheets If Needed)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Melissa L. Moore 972 869-3400
(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 reports) been filed? If 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
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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.
See Attachment 1.
THOMAS GROUP, 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 13, 1998 By:
Leland L. Grubb, CFO
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 (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 amended 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 232.13(b) of this chapter).
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ATTACHMENT 1 to the Thomas Group, Inc. United States Securities and Exchange
Commission Form 12b-25 Notification of Late Filing for the three-month period
ended June 30, 1998.
Explanation of response to Part IV question (3) of the Form 12b-25:
The registrant recorded discontinued operations and estimated loss on disposal
for its Information Technologies segment with a total income statement impact of
a loss of $2.7 million and $3.9 million for the three and six months ended June
30, 1998. Additionally, the registrant recorded restructuring charges in the
second quarter totaling $9.7 million. Net loss is estimated at $8.0 million and
$8.3 million for the three and six months ended June 30, 1998.
