U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] 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
_______________________________________________________________________________
Full Name of Registrant
Foilmark, Inc.
Address of Principal Executive Office
5 Malcolm Hoyt Drive
Newburyport, MA 01950
(City, State and Zip Code)
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 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 Rule12b-
25(c) has been attached if applicable.
_______________________________________________________________________________
Part III - Narrative
_______________________________________________________________________________
The Company is a party in several consolidated lawsuits arising out of
an automobile accident which occurred in November 1994 involving an employee of
one of its subsidiaries. Trial of these lawsuits is scheduled to begin on April
14, 1997. On March 31, 1997, after a hearing before the trial judge, attorneys
for the parties discussed possible settlement. The Company has made an offer to
settle which it believes is acceptable to the Plaintiffs' counsel. Actual
settlement will require the approval by the various parties and approval by
lenders to the Company and its subsidiaries. As a result of its settlement
offer, the Company is required to revise its 1996 financial statements to
provide an accrual thereof. The Company also has been informed by its
accountants that failure to obtain a settlement will affect the accountant's
report. In either case, the Company must obtain consents or waivers from its
lenders. The necessity of an accrual in 1996 as a result of the settlement
discussions on March 31, 1997, the impact of the settlement or lack thereof on
the accountant's report and the nature of third party consents or waivers all
depend upon the outcome of these ongoing negotiations. Accordingly, the Company
cannot, without unreasonable effort and expense, file its Annual Report on Form
10-K for the year ended December 31, 1996 until the outcome of these
negotiations is known.
_______________________________________________________________________________
Part IV - Other Information
_______________________________________________________________________________
(1) Name and telephone number of persons to contact in regard to this
notification
Frank ("Joe") Olsen or Philip Leibel (508) 462-7300
(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.
Explanation: See Part III - Narrative. The Company anticipates
reporting a loss of approximately $831,000, or $.20 per share without regard to
the outcome of the settlement negotiations. No reasonable estimate of the
accrual, if any, which may be taken in 1996 for an amount to be paid by the
Company in a settlement can be provided at this time due to the nature of
settlement negotiations, and the existing confidentiality agreements between the
Company and the Plaintiffs.
Foilmark, Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Foilmark, Inc.
Date: April 1, 1996 By: /s/Philip Leibel
Philip Leibel, Chief Financial Officer
