UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
CUSIP Number 983941-10-5 SEC File Number 000-28204
(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:
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Read 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.
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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
XAVIER CORPORATION
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Full Name of Registrant
N/A
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Former Name if Applicable
1600 Smith Street, Suite 4700
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Address of Principal Executive Office (Street and Number)
Houston, Texas 77002
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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).
[X] (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, Form 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form
10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof, could not be filed within the prescribed period.
The Registrant has not completed its 1996 year-end audit. Due to
contingencies to the completion of its audit associated with accounting for the
Company's interests in Russian joint ventures and other oil and gas development
projects in the former Soviet Union (which are, in part, subject to negotiations
with its Russian participants), and due to the temporary incapacity to devote
the time and financial resources to fully engage its independent auditors (up to
this time a relatively unreasonable burden and expense), the Company has only
recently been able to ask that its 1996 audit be commenced in earnest. The
Registrant expects to satisfy any contingencies to completing its 1996 audit and
to obtain a report on the Registrant's financial statements from its independent
auditors, although no assurance can be given as to the timing of delivery of
that report and fully audited financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
ROBERT PARSONS 713 652-5111
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(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 reports) 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
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.
2
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XAVIER CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 28, 1997 By: /s/ Robert S. Parsons
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Robert Parsons, Vice President and 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 filed with the form.
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ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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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 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 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 or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
