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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
000-23880
NOTIFICATION OF LATE FILING
CUSIP NUMBER
610242109
Common Stock
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form 10-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: _______________________________
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
Monroc, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
1730 Beck Street
Address of Principal Executive Office (Street and Number)
Salt Lake City, Utah 84110
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 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 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 of 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 Forms 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) See Schedule Part
III attached hereto.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
L. William Rands 801 359-3701
(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 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? |_| Yes |X| No
(4) 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.
- --------------------------------------------------------------------------------
Monroc, 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 31, 1998 By: /s/ L. William Rands
------------------- ----------------------
L. William Rands,
Vice President - Finance, Chief
Financial Officer,
Treasurer and Secretary
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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 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 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 notifications 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 (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
SCHEDULE PART III
TO FORM 12b-25
NOTIFICATION OF LATE FILING
FILED BY
MONROC, INC.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
Monroc, Inc., a Delaware corporation (the "Company"), is unable to file
its Annual Report on Form 10-K for the fiscal year ended December 31, 1997
within the prescribed time period without unreasonable effort or expense because
additional time is needed to complete the required financial reports and related
disclosure for the fiscal year then-ended. However, the Company believes that it
will be in a position to complete the required financial reports and related
disclosure within the Rule 12b-25 extension period.
The Company is currently involved in a merger transaction (the
"Merger") that if consummated and approved would result in a change of control
of the Company. As a result of the pending Merger, the Company has devoted a
substantial amount of time and effort in the preparation of the information
necessary to consummate the Merger and obtain stockholder approval in a timely
manner.
In April 1997, the Board of Directors of the Company upon
recommendation of its Audit Committee, approved a change in the Company's
independent accountants from Grant Thorton LLP to Deloitte & Touche LLP
("Deloitte & Touche") effective for the year ended December 31, 1997.
Accordingly, the Company's Annual Report for the year ended December 31, 1997
will be the first Annual Report on Form 10-K reviewed by Deloitte & Touche for
the Company (the "Transition"). As is the case of any first-time engagement,
Deloitte & Touche has reviewed and analyzed the Company's historical financial
records and statements in detail. In addition, because of the pending Merger,
Deloitte & Touche has devoted even more time to its review of the Company's
records. In connection with finalizing the 10-K, certain matters are being
reviewed that require discussion with, and independent verification from,
outside third parties. One of these parties has been moving its corporate
offices and has been unable to assist either the Company or Deloitte & Touche by
providing the necessary information. As a result, this has further delayed the
completion of the Annual Report on Form 10-K.
Because of the complexity and time intensive nature of the Merger and
the Transition, the Company believes that it will be in a better position to
provide the necessary disclosure if it has the additional time afforded under
Rule 12b-25 in which to file its Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
