UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 1997
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[ ] 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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Read Instruction (on back page) 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.
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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
Big Smith Brands, Inc.
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Full Name of Registrant
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Former Name if Applicable
7100 West Camino Real, Suite 201
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Address of Principal Executive Office (Street and Number)
Boca Raton, Florida 33433
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City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b- 25(b), the following
should be completed. (Check box if appropriate)
[x] (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, 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 of 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 Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
See Rider I
(Attach Extra Sheets if Needed)
SEC 1344 (6/93
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PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Delbridge E. Narron (212) 715-7599
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(Name) (Area Code) (Telephone Number)
(2) Have all other period 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 reports) been filed? If 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.
See Rider II
Big Smith Brands, 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
hereunto duly authorized.
Date 11/14/97 By /s/Terry L. Dober
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Terry L. Dober, 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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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Rider I
Registrant's financial statements were not completed on or before the
date on which Registrant's Form 10-Q for the fiscal quarter ended September 30,
1997, is required to be filed as a result of Registrant's devoting its limited
accounting resources to efforts to arrange for a refinancing of Registrant's
senior credit facility. The Registrant believes at this time that its Form 10-Q
will be filed within the grace period provided for under Rule 12b-25.
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Rider II
Registrant expects its results of operations to have improved to an
operating loss of approximately $998,000 for the fiscal quarter ended September
30, 1997, from an operating loss of approximately $2,172,000 for the fiscal
quarter ended September 30, 1996. This increase resulted primarily from a
decrease in operating expenses augmented by an increase in gross profit for this
quarter as compared to the fiscal quarter ended September 30, 1996, which
quarter's gross profit reflected the writedown of $817,000 of Caterpillar
branded inventory and decreased sales margins as the Company moved to liquidate
its Caterpillar branded product inventory.
