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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-24376
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
For Period Ended: December 31, 1999
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|_| 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 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: ClearLogic, Inc.
Former name if applicable: The Registrant's former name is St. James Group, Inc.
41 South Haddon Avenue
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Address of principal executive office (Street and number)
Haddonfield, NJ 08033
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City, State and Zip Code
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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, 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, 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 Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.
In November 1999, the Company, then known as St. James Group, Inc., acquired all
of the issued and outstanding capital stock of ClearLogic, Inc., and, following
the completion of the transaction, changed its name to ClearLogic, Inc. As a
result, the registrant was unable to produce audited financial statements for
the year ended December 31, 1999 in a timely manner without unreasonable effort
and expense.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Philip S. Burnham, II (856)547-7844
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(Name) (Telephone number, including area code)
(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
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(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.
Prior to November 1999, the Registrant's financial statements were
those of St. James Group, Inc. The acquisition of the stock of ClearLogic, Inc.
is treated as a reverse merger, and, as a result, ClearLogic, Inc. is treated as
the acquiring entity and the historical financial statements of the Registrant
will be those of ClearLogic, Inc. The audited financial statements for
ClearLogic, Inc. were filed as an exhibit to the Registrant's report of Form 8-K
for November 13, 1999, which was filed with the Commission on November 30, 1999.
ClearLogic, Inc.
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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 April 3, 2000 By /s/ Philip S. Burnham, II
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Chief Operating Officer and
General Counsel
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