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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25 SEC FILE NUMBER
000-25352
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NOTIFICATION OF LATE FILING
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10Q
and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 1998
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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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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 1-REGISTRANT INFORMATION
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Full Name of Registrant
Former Name if Applicable
Ampace Corporation
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Address of Principal Executive Office (Street and Number)
201 Perimeter Park, Suite A
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City, State and Zip Code Knoxville, TN 37922
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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) [ss. 23,047], 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
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[N/A] (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.
Registrant received a letter from the SEC dated October 28, 1998 which
provided certain comments concerning the Company's 10-KSB for the year ended
December 31, 1997, and 10-QSB for the quarters ended March 31, 1998 and June 30,
1998. The comment letter requires Registrant to include certain disclosures in
its 10-Q for the quarter ended September 30, 1998. Registrant was unable to
incorporate all the additional required disclosures as of a date to enable it to
file on a timely basis.
PART IV-OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Matthew S. Heiter (901)577-8117
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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).
[ ] Yes [X] No
The Registrant's 8-K, filed as of February 13, 1998 and amended as of
April 14, 1998, does not include financial information with respect to
a business the Registrant acquired as required by Item 7 of Form 8-K.
(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 net loss for the nine months ended September 30, 1997 increased
from $0.45 million to approximately $6.2 million for the nine months ended
September 30, 1998. This increase was due primarily to losses generated from the
operations of the Registrant's two most recent acquisitions, Walker Trucking and
Roy Widener Motor Lines, Inc.; the recognition of a $1.4 million restructuring
charge; and the inability to hire and retain drivers in the East Tennessee
operation. The Registrant expects to continue to incur losses through the
remainder of 1998.
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Ampace Corporation
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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 November 16, 1998 By /s/ David C. Freeman
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David C. Freeman, Chief Executive 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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