RATTLESNAKE HOLDING CO INC
NT 10-Q, 1996-11-14
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                  FORM 12B-25

                Commission File Number   1-13818               

                          NOTIFICATION OF LATE FILING

(Check One):              [ ] Form 10-K    [ ] Form 11-K    [ ] Form 20-F
[x] Form 10-Q    [ ] Form N-SAR 

For Period Ending: fiscal quarter ended September 29, 1996
                   ---------------------------------------
   [ ] Transition Report on Form 10-K                                  
   [ ] Transition Report on Form 10-Q       [ ] Transition Report on Form 20-F
   [ ] Transition Report on Form N-SAR      [ ] Transition Report on Form 11-K

          Read the 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  THE RATTLESNAKE HOLDING COMPANY, INC.  
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Former name if applicable

3 Stamford Landing, Suite 130,
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Address of principal executive office (Street and number)

Stamford, CT 06902
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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 appropriate box.)

[ ]      (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 on 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 is 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.  (Attached extra sheets if needed.)       
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                          PART IV.  OTHER INFORMATION

   (1)     Name and telephone number of person to contact in regard to this
           notification

 VICTOR J. DiGIOIA, ESQ.              (212)                     599-3322 
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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.

                    THE RATTLESNAKE HOLDING COMPANY, INC.
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                  (Name of registrant as specified in charter)

Has cause this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date November 13, 1996           By     /s/WILLIAM J. OPPER
     -----------------------        -------------------------------------------
                                        WILLIAM J. OPPER, Chairman of the Board

                 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 type 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, D.C. 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 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 Regulation S-T or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
                           

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                     THE RATTLESNAKE HOLDING COMPANY, INC.

                                  FORM 12b-25

PART III

         Due to recent reductions in staff, the Company was unable to complete
its financial statements sufficiently in advance of the due date of the report
to enable the Company to write its management discussion and analysis.

PART IV

         The Company anticipates that it will report a net loss of
approximately $790,000 for the first quarter 1996 as compared to a net loss of
$777,830 for the first fiscal quarter 1995.  Gross sales for the first fiscal
quarter 1996 will be approximately $2,560,000 as compared to gross sales of
$1,775,389 for fiscal quarter 1995.





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