MACE SECURITY INTERNATIONAL INC
NT 10-K, 1998-03-31
INDUSTRIAL ORGANIC CHEMICALS
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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                            FORM 12b-25

                                     Commission File Number  69270NY


                    NOTIFICATION OF LATE FILING

(Check One):
|X| Form 10-KSB  |_| Form 11-K   |_| Form 20-F   |_| Form 10-Q   |_| Form N-SAR

               For Period Ended: December 31, 1997

               [ ] 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: ____________________

     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:

     Not applicable.


                                     PART I
                             REGISTRANT INFORMATION

                       Mace Security International, Inc.
- --------------------------------------------------------------------------------
                            Full Name of Registrant


                                Not Applicable.
- --------------------------------------------------------------------------------
                           Former Name if Applicable


                                160 Benmont Ave.
- --------------------------------------------------------------------------------
           Address of Principal Executive Office (Street and Number)


                              Benington, VT 05201
- --------------------------------------------------------------------------------
                            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 appropriate box.)

|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-KSB, 20-F, 11-K or 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 Form 10-KSB, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

The subject Form 10-KSB cannot be timely filed without unreasonable effort or
expense because the Company's staff has been extensively occupied with inventory
adjustment issues.

<PAGE>

                                    PART IV
                               OTHER INFORMATION

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

     Mark Capone CFO                             800          255-2634
     ---------------------------------------------------------------------------
     (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


(3)  Is it anticipated that any significant change in results of operation for
     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.

     It is anticipated that there will be significant changes in the results of
     operations of the Registrant from the corresponding period for the prior
     fiscal year reflected by the earnings statements to be included in the
     Registrant's 10-KSB. Registrant expects a loss of approximately $1.7
     million. This represents an increased loss of approximately $1.4 million
     which is primarily due to results of operations, inventory adjustments
     based on obsolete and slow-moving inventory, as well as physical count
     issues.



                       Mace Security International, 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  March 30, 1998           By   /s/ Mark Capone
      --------------                -------------------------------------------
                                    Name:  Mark Capone, Chief Financial Officer
                                    Title: Authorized Representative

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)



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