INTERNATIONAL FIBERCOM INC
NT 10-K, 1997-04-01
CABLE & OTHER PAY TELEVISION SERVICES
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                                 SEC FILE NUMBER


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  CUSIP NUMBER
                                Common 45945E 102
                               Warrant 45950T 119

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):   |X| Form 10-K     |_| Form 20-F    |_| Form 10-Q   |_| 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:
                                                     ---------------------------

                  Read Instructions (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

International FiberCom, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable

3615 South 28th Street
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Phoenix, Arizona 85040
- --------------------------------------------------------------------------------
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;  
         (b)      the subject  annual  report,  semi-annual  report,  transition
                  report on Form 10-K,  Form 20-F,  11-K, 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 the Form 10-K,  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)

(Attach Extra Sheets if Needed)
<PAGE>
PART IV -- OTHER INFORMATION

(1) Name  and  telephone   number  of  person  to  contact  in  regard  to  this
    notification


 Joseph P. Kealy                   602                     941-1900
- -----------------------      ---------------      ---------------------------
     (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  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?
                                                                 |_| 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.

- --------------------------------------------------------------------------------

                          International FiberCom, 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, 1997                               By    /s/ Joseph P. Kealy
    ---------------------------------------------    -----------------------
                                                            Joseph P. Kealy

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  this 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 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.
<PAGE>
                          INTERNATIONAL FIBERCOM, INC.

                                  ATTACHMENT TO
                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING
                        FOR ANNUAL REPORT ON FORM 10-KSB
                     FOR THE PERIOD ENDING DECEMBER 31, 1996


CUSIP NO:    Common Stock      45945E 102
             Warrant           45950T 119

PART III - NARRATIVE

         The last day for the  Company  to timely  file its Form  10-KSB for the
fiscal year ended December 31, 1996 (the "Form  10-KSB"),  without filing a Form
12b-25, was March 31, 1997.

         On February 15, 1997, the Company acquired Concepts in  Communications,
Inc.,  a  Tennessee  corporation  ("Concepts").  The  primary  reason  for  this
acquisition  was  to  obtain  Concepts'  experience  and  expertise  in  systems
integration services, as well as to add its customer base in Tennessee. The Form
10-KSB  for  the  period  ended   December  31,  1996  will  contain  the  first
consolidated  audited  financial report of the Company which includes  Concepts'
financial  results.  The filing of the Form 10-KSB has been unavoidably  delayed
because of the relatively  short time since the closing of the  acquisition  and
the work required to combine the financial results of Concepts with those of the
Company.

         The Company believes that the audit of its financial statements will be
finalized  prior to April 15,  1997.  The Company will file its Form 10-KSB with
the  Securities  and  Exchange  Commission  no later  than  April 15,  1997,  as
determined by Rule  12b-25(b)(2)(ii)  under the Securities Exchange Act of 1934,
as amended.


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