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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, 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.
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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
Elek-Tek, Inc.
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Full Name of Registrant
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Former Name if Applicable
7350 N. Linder Avenue
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Address of Principal Executive Office (Street and Number)
Skokie, Illinois 60077
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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 Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/ 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, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
As a result of certain significant, complex accounting issues that arose
during the second quarter, the Registrant's Form 10-Q could not be filed
within the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/84)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Miguel Martinez 847 677-7660
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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.
See the attached press release
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Elek-Tek, 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 August , 1996 By /s/ Miguel Martinez
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Chief Financial 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 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 O-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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Contacts: Richard L. Rodriguez
President and
Chief Executive Officer
847-677-7660 ext. 5003
Miguel A. Martinez, Jr.
Vice President and
Chief Financial Officer
847-677-7660 ext. 5006
ELEK-TEK REPORTS SECOND QUARTER LOSS
Skokie, IL -- August 13, 1996 -- ELEK TEK, Inc. (NASDAQ:ELEK) today announced
that as a result of an intensive review by new senior management of the
Company's organization and operations, the Company has incurred $6.4 million
(pre-tax) in special charges for the second quarter. Consequently, the Company
is posting a net loss for the second quarter of $6.3 million, or $1.01 per
share, compared with last year's profit of $555,000, or $0.09 per share. For
the six month period, the Company recognized a net loss of $6.9 million, or
$1.10 per share compared with net income of $1.2 million, or $0.18 per share, a
year ago. The charges taken by the Company includes adjustments to vendor
payables to reflect amounts of contested balances outstanding and reductions in
inventory valuations. Another major element of the charge relates to severance
costs associated with the 20% headcount reduction, which the Company already has
implemented, and to costs relating to leadership transition at the senior
management level. Given ELEK TEK's disappointing performance during recent
years, it is the new management's intent to take the aggressive actions
necessary to best position the Company for strong future operating results.
Net sales for the second quarter ended June 30, 1996 were $77.3 million compared
with $79.0 million one year earlier. Net sales for the six month period ended
June 30, 1996 were $165.9 million versus $162.8 million for the first six months
of fiscal 1995.
As a result of management's operating review, the Company has consolidated a
number of staff and operating functions which supports its three sales channels.
Restructuring these support activities is in large part responsible for the
Company's 20% headcount reduction. The ability to more effectively leverage
resources across channels will result in valuable operating efficiencies.
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As a result of the magnitude of the second quarter charge, its recognition
places ELEK-TEK in technical violations of some of the basic covenants of its
lending agreement with its principal bank lender. ELEK TEK currently is working
closely with the bank to bring it into compliance with the bank's requirements.
Richard L. Rodriguez, President and Chief Executive Officer, stated, "With our
new senior management team now on board, its efforts during the second quarter
were very focused on designing and implementing our restructuring program. I am
extremely pleased with the progress we have made in this regard. The
organizational and operating changes are well under way and we have already
begun to recognize some of the synergies which we had targeted."
ELEK TEK, Inc., founded in Chicago in 1979, is a full line, regional marketer of
microcomputer products, including hardware, software, related accessories and
supplies. Its multi-channel distributions system comprises eight retail
superstores (five in the Chicago metropolitan area and one each in Indianapolis,
Kansas City and Denver); a national catalog sales operation; and direct sales
divisions geared to corporate, educational and government buyers. Emphasizing
wide selection, competitive prices, and strong technical support and services,
ELEK TEK carries all major brands, including IBM, Apple, COMPAQ, Hewlett
Packard, Lotus, Microsoft and Novell.
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ELEK-TEK INC.
STATEMENT OF OPERATIONS
(unaudited)
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<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
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1996 1995 1996 1995
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(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net Sales $ 77,301 $78,964 $165,915 $162,833
Cost of Sales 74,704 67,632 152,138 139,018
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Gross profit 2,597 11,332 13,777 23,815
Selling, general and
administrative expenses 12,457 9,789 24,055 20,721
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Income (loss) from operations (9,860) 1,543 (10,278) 3,094
Other (income)expense:
Other income, net (72) (91) (148) (135)
Interest expense 575 727 1,148 1,327
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503 636 1,000 1,192
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Income(loss) before income
tax provision (10,363) 907 (11,278) 1,902
Income tax provision (benefit) (4,023) 352 (4,378) 738
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Net income (loss) ($6,340) $ 555 ($6,900) $ 1,164
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Net income (loss) per share ($1.01) $ 0.09 ($1.10) $ 0.18
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Weighted average number
of common shares outstanding 6,300 6,300 6,300 6,300
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