SECURITIES AND EXCHANGE COMMISSION
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: September 30, 1999
|_| 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:
__________________________________________________________________________
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-Q
for the quarter ended September 31, 1999 (the "September 10-Q") due to the
Company's current bankruptcy proceedings commenced on October 20, 1999 in the
Southern District of New York (the "Bankruptcy Court"). Such proceedings have
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
September 10-Q, 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 September 10-Q no
later than November 22, 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
(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 $5.5 million for the year ended December
31, 1998. As a result of reduced client revenues in the Company's Chicago and
New York offices, the Company currently anticipates that it will report a net
loss of approximately $2.6 million for the three months ended September, 30
1999.
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 November 15, 1999 By: /s/ Robert K. Stewart
------------------------
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.
