UNITED STATES -----------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 -----------------------
OMB NUMBER: 3235-0058
FORM 12B-25 EXPIRES: JUNE 30, 1994
ESTIMATED AVERAGE
NOTIFICATION OF LATE FILING HOURS BURDEN
PER RESPONSE.......2.50
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(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR
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[ ] For Period Ended: December 31, 1996 SEC FILE NUMBER
[ ] Transition Report on Form 10-K 1-10569
[ ] Transition Report on Form 20-F ---------------
[ ] Transition Report on Form 11-K ---------------
[ ] Transition Report on Form 10-Q CUSIP NUMBER
[ ] 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 Attachment I
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/93
<PAGE>
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
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(3) Is it anticipated that any significant change in
results of operations from the corresponding period for
the last fiscal yea r 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 Attachment II
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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 03/31/96 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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<PAGE>
ATTACHMENT I
Registrant's financial statements were not completed on or before the
date on which Registrant's Form 10-KSB for the fiscal year ended December 31,
1996, was required to be filed as a result of recent events including a delay in
receiving a waiver in connection with the technical violation of certain
financial covenants relating to registrant's revolving line of credit and other
delays related to the release of the registrant's audited Financial Statements.
Registrant is currently in the process of completing its financial statements
and believes at this time that its financial statements will be completed, and
its Form 10-KSB will be filed, within the grace period provided for under Rule
12b-25.
<PAGE>
ATTACHMENT II
The Registrant estimates that its loss from operations for the twelve
months ended December 31, 1996, will be approximately $2,861,339 as compared
with income from operations of approximately $140,000 during the twelve months
ended December 31, 1995. The Registrant estimates that its net loss for the
twelve months ended December 31, 1996, will be approximately $3,844,810 as
compared with a net loss of approximately $425,000 during the twelve months
ended December 31, 1995. These changes resulted primarily from the purported
termination of the Caterpillar license and related litigation in connection with
which the Company accrued or incurred restructuring and litigation costs which
included costs such as legal and professional fees, impairment write-downs,
plant shut down costs, employee termination costs, other costs related to
foreign operations and other related costs.
