SOLITRON DEVICES INC
NT 10-K, 1996-05-28
SEMICONDUCTORS & RELATED DEVICES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (CHECK ONE):

                         [ ] Form 10-Q and Form 10-QSB

    [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR

     For Period Ended:  February 29, 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: N/A

- --------------------------------------------------------------------------------
PART I--REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
     Full Name of Registrant
     (Former Name if Applicable)
          SOLITRON DEVICES, INC.

     Address of Principal Executive Office (Street and Number)
          3301 ELECTRONICS WAY

     City, State and Zip Code
          WEST PALM BEACH, FLORIDA 33407

- --------------------------------------------------------------------------------
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)

     [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, 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
                     Rule 12b-25(c) has been attached if applicable.

- --------------------------------------------------------------------------------
PART III--NARRATIVE
- --------------------------------------------------------------------------------
REGISTRANT HAS A NEW PRINCIPAL ACCOUNTING OFFICER, A NEW PUBLIC ACCOUNTING FIRM
AND DUE TO THE REGISTRANT'S FINANCIAL SITUATION, IT HAS LIMITED RESOURCES AND
PERSONNEL AVAILABLE TO ASSIST IN THE PREPARATION OF SUCH FORM 10-KSB.  AS A
RESULT OF THE FOREGOING, THE PREPARATION OF SUCH FORM 10-KSB HAS BEEN DELAYED.
<PAGE>
- --------------------------------------------------------------------------------
PART IV--OTHER INFORMATION
- --------------------------------------------------------------------------------
     (1) Name and telephone number of person to contact in regard to this
notification

         SHEVACH SARAF            (407) 848-4311
         -------------          ------------------
            (Name)              (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.

     IT IS ANTICIPATED THAT THE RESULTS OF OPERATIONS WILL SIGNIFICANTLY DIFFER
FROM THE CORRESPONDING PERIOD IN THE PRIOR YEAR PRINCIPALLY AS A RESULT OF THE
PRIOR YEAR INCLUDING ASSET ADJUSTMENTS IN CONNECTION WITH BANKRUPTCY 
PROCEEDINGS AND IN CONNECTION WITH CHANGES IN THE BUSINESS AND OPERATIONS OF 
THE REGISTRANT.  THE AMOUNT OF THE DIFFERENCE CANNOT PRESENTLY BE DETERMINED 
DUE TO THE REASONS DESCRIBED IN PART III ABOVE.

                             SOLITRON DEVICES, 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: MAY 24, 1996                 By: /s/ SHEVACH SARAF
      ----------------                 -----------------------------------------
                                       SHEVACH SARAF, CHAIRMAN OF THE BOARD,
                                       CHIEF EXECUTIVE OFFICER,
                                       PRESIDENT AND TREASURER




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