SECURITIES AND EXCHANGE SYSTEM
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 33-83894-NY
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 11-K |_| Form 20-F /x/ Form 10-Q
|_| Form N-SAR
For Period Ended: MARCH 31, 1997
|_| Transition Report on Form 10-K |_| Transition Report on From 10-Q
|_| Transition Report on Form 20-K |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
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:
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PART I
REGISTRANT INFORMATION
Full name of registrant LOIS/USA INC.
Former name if applicable
40 WEST 57TH STREET, 6TH FLOOR
Address of principal executive office (Street and number)
NEW YORK, NEW YORK 10019
City, state and zip code
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.)
|_| (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 quartile 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. (Attach extra sheets if needed.)
In closing its books for the year ended December 31, 1996, the Company was
unable to reconcile certain balances between subledgers and the general ledger,
which may result in the Company restating certain historical information in the
financial statements. This analysis is continuing and will not be complete in
sufficient time to enable the Company to comply with the May 15, 1997 filing
date. To date, the Company has not yet filed its Annual Report on Form 10-K.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contract in regard to this
notification.
ROBERT K. STEWART (212) 373-4752
(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 reports(s).
|_| Yes |x| No
Annual Report on Form 10-K
(3) It is 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 anticipates showing an approximately $5 million loss
compared to the fiscal year ended December 31, 1995. Approximately $4
million of such loss is a result of the closure of one of the Company's
offices and the effect of non-recurring costs incurred subsequent to
the Company's acquisition of Eisaman, Johns & Laws Advertising, Inc.
("EJL") in February 1996. The remainder of the loss is attributable to
increased amortization, depreciation and interest as a result of the
acquisition of EJL. It is anticipated that such losses will also be
reflected in the results of operations for the quarter ended March 31,
1997.
LOIS/USA INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized
Date MAY 15, 1997 By: /S/ ROBERT K. STEWART
Robert K. Stewart
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 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, DC 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 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.
(5) Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule
202 of Registration S-T or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
