SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 33-83894-NY
NOTIFICATION OF LATE FILING
(Check One): /x/ Form 10-K / / Form 11-K / / Form 20-F
/ / Form 10-Q
|_| Form N-SAR
For Period Ended: DECEMBER 31, 1998
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|_| Transition Report on Form 10-K |_| Transition Report on From 10-Q
|_| Transition Report on Form 20-F |_| 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
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 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;
|
/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. (Attach extra sheets if needed.)
LOIS/USA, Inc. (the "Company") could not complete its filing on Form
10-K for the year ended December 31, 1998 (the "December 10-K") due to the
Company's refinancing of its credit facility with Sanwa Business Credit
Corporation. Such refinancing has consumed considerable amounts of the Company's
management's time and has caused a delay in obtaining and compiling information
required to be included in the December 10-K, which delay could not be
eliminated by the Company without unreasonable effort and expense. In accordance
with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file
the December 10-K no later than April 15, 1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
ROBERT K. STEWART (212) 373-4752
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(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). /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 reported a net loss of $1,381,000 for the year ended
December 31, 1997. The Company currently anticipates that it will report a net
loss of approximately $5,400,000 for the year ended December 31, 1998. The
increased loss is attributable to both reduced client revenues in the Company's
New York and Los Angeles offices as well as costs recorded in 1998 to close the
Company's Los Angeles office and to reduce the size of the work forces in the
Company's Chicago and New York offices.
LOIS/USA, 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 MARCH 31, 1999 By: /S/ ROBERT K. STEWART
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Robert K. Stewart
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
(authorized officer of registrant)
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 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, 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.
