U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING SEC File Number: 1-14076
CUSIP Number 833979 10 7
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR For Period Ended: June 30, 1997[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: Software Publishing Corporation Holdings, Inc.
Former Name if applicable: Allegro New Media, Inc.
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 completed two significant acquisitions during its fiscal year
ended December 31, 1996 and the Company continues to integrate the acquired
entities administrative functions and operations into the Company. Such
acquisition and the integration efforts have caused the Company to expend time,
effort and expense which would otherwise normally be devoted to the presentation
and timely filing of the Form 10-QSB. Accordingly, the Company's inability to
file timely relates to all portions of the subject Form 10-QSB. The Company
anticipates reporting a net loss of under $2,000,000 on net sales of over
$4,000,000 for the three months ended June 30, 1997 compared to a net loss of
$1,160,673 on net sales of $421,125 for the three months ended June 30, 1996.
Software Publishing Corporation Holdings, Inc. has caused this notification
to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 14, 1997 By:/s/Barry A. Cinnamon
Barry A. Cinnamon
President and
Chief Executive Officer
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
