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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER CUSIP NUMBER
01912P109
1-13580 -------------------------
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(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: July 31, 1996
[ ] 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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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: Not applicable.
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant: Allied Digital Technologies Corp.
Former Name if Applicable: Not applicable.
Address of Principal Executive
Office (Street and Number) 15 Gilpin Avenue
City, State and Zip Code Hauppauge, New York 11788
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PART II - RULES 12b-25(b) AND (c)
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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)
[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 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
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets
if Needed)
The Registrant is in the process of effecting a corporate restructuring
(the "Restructuring") scheduled to be consummated by October 31, 1996. Pursuant
to the Restructuring, the Registrant's wholly-owned subsidiary, Allied Film
Laboratory, Inc. ("AFL"), will merge with and into the Registrant's indirect
wholly-owned subsidiary, Hauppauge Records Manufacturing Ltd. ("Hauppauge
Records"). Each of Hauppauge Records and AFL have separate credit facilities
with the same bank. In connection with the Restructuring, AFL's credit facility
will be terminated and Hauppauge Records' credit facility will be restructured
in numerous material respects. The officers of the Registrant, AFL and
Hauppauge Records, including the Chief Executive Officer and the Chief Financial
Officer, have been devoting a substantial amount of time and effort toward
negotiating and implementing the Restructuring during the same period of
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time that such persons would have otherwise devoted their time and effort toward
preparing and filing the Registrant's Annual Report on Form 10-K for the fiscal
year ended July 31, 1996 (the "1996 10-K"). In addition, as part of the
Restructuring, certain of the Registrant's facilities are being consolidated,
including a relocation of the Registrant's principal place of business from
Detroit to New York. The relocation of necessary books and records has caused
additional disruptions and delays in the process of completing the 1996 Form
10-K. For the foregoing reasons, the 1996 10-K could not be filed within the
prescribed period without unreasonable effort or expense.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Charles P. Kavanagh (516) 234-0200
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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 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.
It is expected that the Registrant will report net sales for the fiscal
year ended July 31, 1996 ("Fiscal 1996") of $163,789,000 compared to pro-forma
net sales in the fiscal year ended July 31, 1995 ("Fiscal 1995") of
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$161,308,000 and a net (loss) for Fiscal 1996 of $(5,585,460) or $(0.41) per
share compared to a pro forma net income for Fiscal 1995 of $667,000 or $0.05
per share. The Fiscal 1996 results of operations include, among other things,
(i) one-time pre-tax charges aggregating approximately $4.4 million including a
restructuring charge of approximately $3.1 million and a non-recurring charge of
$1.25 million relating to a sales contract signing allowance, (ii) additional
depreciation charges of approximately $2.0 million relating to equipment
purchases and (iii) increased interest expense of approximately $1.3 million
resulting from additional borrowing to finance capital expenditures.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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ALLIED DIGITAL TECHNOLOGIES CORP.
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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: October 29, 1996
By: /s/ Charles P. Kavanagh
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Charles P. Kavanagh
Secretary
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
International misstatements or omissions of fact constitute Federal
Criminal Violations. (See 18 U.S.C. 1001).
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EXHIBIT INDEX
Page in Sequentially
Exhibit Numbered Copy
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1. Accountant Statement 7
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EXHIBIT TO FORM 12b-25
Grant Thornton LLP hereby states that they are unable to furnish the audit
report on the consolidated financial statements of Allied Digital Technologies
Corp. for the fiscal year ended July 31, 1996 because they have not yet received
all of the information required to be able to give their report. This statement
may be filed as an Exhibit to the Form 12b-25 Notification of Late Filing of
Allied Digital Technologies Corp.
Dated: October 29, 1996
/s/ Grant Thornton LLP
Grant Thornton LLP
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