UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(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, 1997 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 402
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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 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 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 04/01/98 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 experienced a change in its independent accountants, previously
reported on Forms 8-K filed January 26, 1998 (amended January 28, 1998) and
February 11, 1998. Additionally, the Registrant is in the process of effecting a
consolidation of its executive and accounting offices. These events resulted in
a delay in the completion of the Registrant's Financial Statements and in the
completion of other portions of the Annual Report for the year ended December
31, 1997. Registrant is currently in the process of completing the remaining
portions of the Form 10-KSB, and believes that the 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, 1997, will be approximately $3,783,997 as compared with loss
from operations of approximately $2,961,339 during the twelve months ended
December 31, 1996. The Registrant estimates that its net loss for the twelve
months ended December 31, 1997, will be approximately $4,626,423 as compared
with a net loss of approximately $3,944,810 during the twelve months ended
December 31, 1996. 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, costs related to foreign
operations and other related costs and decreased revenues resulting from the
cessation of sales of Caterpillar branded products in the year ended December
31, 1997.
