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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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: June 30, 2000
[ ] Transition Report on Form 10-K SEC FILE NUMBER
[ ] Transition Report on Form 20-F 0-24242
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q CUSIP NUMBER
[ ] Transition Report on Form N-SAR 743088
For the Transition Period Ended:
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:
PART I - REGISTRANT INFORMATION
Productivity Technologies Corp.
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Full Name of Registrant (Former Name if Applicable)
206 South Main Street, 2nd Floor
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Address of Principal Executive Offices (Street and Number)
Ann Arbor, MI 48104
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(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)
(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 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 the Form 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. (Attach Extra Sheets if Needed)
The Registrant is unable to timely file its annual report on Form 10-K for
the period ended June 30, 2000 without unreasonable effort or expense due to
audit related inventory examinations, the recent appointment of a new principal
accounting officer and the additional time required for him to oversee the
administration of the Registrant's accounting function.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jesse A. Levine 734 996-1700
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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
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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
(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
quantitively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Registrant's revenues for the fiscal year ended June 30, 2000 are
expected to be 2% lower than previous year end revenues principally as a result
of low order volume at its wholly-owned subsidiary, Atlas Technologies, Inc.
("Atlas") during fiscal 2000, which the Registrant believes is a result of
sluggish capital spending in the automotive industry. Cost of sales are
expected to increase over year earlier numbers primarily due to cost overruns
incurred by Atlas late in the production cycle. Interest expense for fiscal
2000 is expected to be 41% more than for fiscal 1999 due to higher financing
requirements as a result of increased accounts receivable, inventories and work-
in-process for Atlas, higher interest rates and the new indebtedness incurred by
the Registrant for the purchase of Westland Control Systems, Inc. As a result
of decreased revenues and increased costs, gross profit is anticipated to
decrease 27% from fiscal 1999. The Registrant expects to incur a net loss of
$256,280 for fiscal 2000 as compared to net income of $974,290 for fiscal 1999.
Set forth below is a brief summary of the Registrant's estimated results
for 2000 compared to actual results for 1999 (expressed in thousands, except per
share data). The actual results are subject to modification upon completion of
the audit.
Year Ended June 30, 2000 Year Ended June 30, 1999
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Net sales $33,230 $34,001
Cost of sales 26,335 24,610
Gross profit 6,895 9,391
SG&A 6,458 7,526
Income (loss) from operations 437 1,865
Net income (loss) (256) 974
Net income (loss) per
share of common stock ($.10) $.40
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Productivity Technologies Corp.
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(Name of Registrant as Specified in its Charter)
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
By: /s/ Jesse Levine
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Jesse Levine
Chief Financial Officer
Date: September 28, 2000
INSTRUCTIONS: 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).
