U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 1-12580 .
(Check One): [X]Form 10-KSB [ ]Form 11-K [ ]Form 20-F
[
]Form 10-Q [ ]Form N-SAR
For Period Ended: June 30, 1997
[ ]Transition Report on Form 10-K [ ]Transition
Report on Form 10-Q
[ ]Transition Report on Form 20-F [ ]Transition
Report on Form N-SAR
[ ]Transition Report on Form 11-K
For the Transition Period Ended:
________________________________________
Read attached instruction sheet 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:
Not applicable
PART I
REGISTRANT INFORMATION
Full name of registrant: The Vermont Teddy Bear Co., Inc.
Former name if applicable: N/A
<PAGE>
Address of principal executive office (Street and number):
2236
Shelburne Road
City, state and zip code: Shelburne, Vermont 05482
PART II
RULE 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-K, 20-F, 11-K or Form 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
[X] (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-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion
thereof
could not be filed within the prescribed time period.
(Attach
extra sheets if needed.)
The Vermont Teddy Bear Co., Inc. (the "Company") is unable
to
meet its filing date for the Form 10-KSB for the period
ended
June 30, 1997, without unreasonable effort or expense. The
Company has requested further advice from its accountants
regarding certain matters which impact the Company's Form
10-KSB
<PAGE>
and financial disclosure to be included therein. As such,
the
Company is requesting an extension on this Form 12b-25. The
Company intends to file the Form 10-KSB within the time
period
specified by Rule 12b-25 of the Securities Exchange Act of
1934,
as amended.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to
this notification
Elisabeth B. Robert
802 985-1332
(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 the 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 quantitatively, and, if appropriate, state
the
reasons why a reasonable estimate of the results cannot be
made:
The Company anticipates that its net sales in fiscal 1997
will
have decreased to $16,489,000 from $17,040,000 in fiscal
1996,
<PAGE>
and that it will have a net loss to common stockholders of
$1,886,000 for fiscal 1997, compared to net income to common
stockholders of $152,000 for fiscal 1996.
The Vermont Teddy Bear Co., Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by
the
undersigned thereunto duly authorized.
Date: September 25,1997 /s/ Elisabeth B.
Robert
Elisabeth B. Robert,
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 file
with
the form.
ATTENTION
Intentional misstatement or omissions of fact constitute
Federal
criminal violations
(see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
<PAGE>
1. This form is required by Rule 12b-25 of the General
Rules and
Regulations under the
Securities Exchange Act of 1934.
2. One signed original and four conformed copies of the
form and
amendments thereto must
be completed and filed with the Securities and Exchange
Commission, Washington,
DC 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
the 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 notification 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 or apply for
an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T.
