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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K [ ] Form 20-F [ ]Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
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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 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.
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
Saratoga Beverage Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
11 Geyser Road
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Address of Principal Executive Office (Street and Number)
Saratoga Springs, New York 12866
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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 box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
[X] 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.
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(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
PART III -- NARRATIVE
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 time period. (See attached Schedule)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Anthony Principe (518) 584-6363
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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? |_|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.
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Saratoga Beverage Group, Inc.
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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 March 31, 1997 By: /s/ Anthony Principe
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Anthony Principe
Chief Financial Officer
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Schedule to Form 12b-25
Saratoga Beverage Group, Inc. (the "Company") is in the process of
completing a financing transaction. Given the current status of the
transaction, proper disclosure in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1996 (the "Form 10-KSB") could not be timely
made, and thus the Form 10-KSB could not be timely filed, without unreasonable
effort or expense. As a result, the Company will be delayed in filing the Form
10-KSB. The Form 10-KSB will be filed within the time period required by Rule
12b-25.
