<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-25108
(CHECK ONE):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[X] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1995
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
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:
----------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PART I
REGISTRANT INFORMATION
Full Name of Registrant IWI Holding Limited
------------------------------------------------------
Former Name if Applicable
---------------------------------------------------
Address of Principal Executive
Offices (STREET AND NUMBER) P.O. Box 3340, Dawson Building
-------------------------------------------------
City, State and Zip Code Roadtown, Tortola, British Virgin Islands
- -----------------------------------------------------------------------------
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, 10-KSB, 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, 10-QSB, 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.
<PAGE>
- ------------------------------------------------------------------------------
PART III
NARRATIVE
- ------------------------------------------------------------------------------
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K.
20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof could not
be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED.)
See attached.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RICHARD SIGMAN 708 887-8288
-------------- ----------- ------------------
(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.
See attached.
- ------------------------------------------------------------------------------
IWI HOLDING LIMITED
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date July 1, 1996 By /s/ Richard Sigman
-------------------- -------------------------------------
Richard Sigman, 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.
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 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 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.
<PAGE>
ATTACHMENT TO FORM 12B-25
(FORM 10-K FOR PERIOD ENDED DECEMBER 31, 1995)
IWI HOLDING LIMITED
Part III
Narrative
The Company is finalizing an amended line of credit agreement with its
primary bank lender. Such agreement is expected to be completed during the
first week of July, 1996. The Company's auditor's have indicated that they
will not release their audited financial statements until completion of the
amended line of credit agreement. Accordingly, the Registrant is unable to
file its Form 10-KSB for the year ended December 31, 1995 by the prescribed
due date.
Part IV
Other Information
(3) The results of operations for the year ended December 31, 1995 are expected
to vary substantially from the results reported by the Registrant for the
same period in 1994 as a result of the write-down of certain inventory
items following year-end. Because of the write-down of such inventory
items, the Registrant expects to report a loss for the period of
approximately $1.3 million.
