U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING SEC File Number: 1-14076
CUSIP Number 016903 10 6
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [
]Form N-SAR For Period Ended: December 31, 1996 [X]
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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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:
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Part I - Registrant Information
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Full Name of Registrant: Allegro New Media, Inc.
Former Name if applicable:
Address of Principal Executive Office:
111 North Market Street
San Jose, California 95113
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Part II - Rules 12b-25(b) and (c)
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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. [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, 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
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(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
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
See Explaination in Part IV below.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Neil M. Kaufman, Esq. (516) 873 2000
Moritt, Hock & Hamroff, LLP
(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.
The Company has completed two significant acquisitions during its fiscal
year ended December 31, 1996 to which the subject Annual Report on Form 10-KSB
relates. Such acquisitions have significantly increased the Company's revenues.
In addition, due to certain anticipated accounting charges relating to these
acquisitions and otherwise, the Company anticipates a significantly larger net
loss than in its fiscal year ended December 31, 1995. In light of these
acquisitions, the accounting for the Company's 1996 fiscal year is not yet
complete, so no reasonable estimate of the Company's results of operations can
be made at this time.
The consummation of the two acquisitions impact on numerous disclosures to
be made in the subject Annual Report on Form 10-KSB, including, but not limited
to, Items 2, 7, 9, 10, 11, 12 and 13 thereto. In addition, the acquisition
transactions have caused the Company to expend time, effort and expense, with
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respect to the acquisition transaction and the merging of administrative
functions and operations, which would otherwise normally be devoted to the
presentation and timely filing of the Form 10-KSB. Accordingly, the Company's
inability to file timely relates to all portions of the subject Form 10-KSB.
Allegro New Media, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 25, 1997 By:/s/ Mark E. Leininger
Mark E. Leininger
Vice President - Finance, Treasurer,
Chief Operating Officer and
Chief Financial Officer
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
