U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
Commission File Number: 1-8689
Cusip Number: 378904403
NOTIFICATION OF LATE FILING
Form 10-K [X] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 2001
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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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|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
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Full Name of Registrant:
DIXON TICONDEROGA COMPANY
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Former Name if Applicable: N/A
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Address of Principal Executive Office (Street and Number):
195 International Parkway
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City, State, Zip Code:
Heathrow, FL 32746
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PART II - RULES 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 box if appropriate)
|(a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|(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
XX | 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, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
Dixon Ticonderoga Company is unable to timely file its Annual Report on Form
10-K for the fiscal year ended September 30, 2001, but will file by the
fifteenth calendar day after its original due date of December 31, 2001, as
prescribed herein.
The delay is caused by the need of additional time for the Company to complete
negotiations with respect to amendments to its subordinated and senior debt
agreements. On November 15, 2001, an extension to delay payment of $5.5 million
in principal due to the Company's subordinated lenders expired. The Company has
asked the subordinated lenders to consider restructuring their scheduled
principal payments to allow the Company sufficient time to retire the notes
through an infusion of some form of new equity capital, a new secondary
financing source and/or the sale of assets. In addition, the Company has asked
its subordinated and senior lenders to provide for amendments of their debt
agreements at least until October 2002, while it pursues a longer-term solution.
Accordingly, the Company is unable at this time to determine the appropriate
financial statement classification and disclosures required with respect to its
long-term debt. Moreover, if negotiations do not result in a restructuring of
the Company's subordinated debt, both the senior debt and the subordinated debt
will be classified as "current" on the Company's year-end financial statements
and, accordingly, the report of the Company's independent accountants will, in
that event, include an explanatory paragraph as to substantial doubt about the
Company's ability to continue as a going concern.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Gino N. Pala (407) 829-9000
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(Name) (Area Code) (Telephone No.)
(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
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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.
Please see Exhibit A attached hereto and forming a part hereof.
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Dixon Ticonderoga Company
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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: December 31, 2001 By: /s/ Gino N. Pala
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Gino N. Pala
Chairman and Co-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.
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 (17 CRF 240.12b-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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
EXHIBIT A
PART IV
OTHER INFORMATION
(3) For the fiscal year ended September 30, 2001, the Company expects to report
improved performance with pro forma net income from continuing operations of
$1,196,765, or $0.38 per basic and diluted share, compared with pro forma net
income from continuing operations of $271,475, or $0.08 per basic and diluted
share in fiscal year 2000. Including the effects of restructuring and related
costs and results from discontinued operations, net loss in 2001 was ($479,872)
or ($0.15) per share, as compared with ($798,245) or ($0.25) per share in the
prior year. Fiscal 2001 revenues from continuing operations were $90,492,514,
compared with $91,691,241, in fiscal 2000.
The Company's results from continuing operations reflect an increase in
operating income of $2.2 million, or 55%, in fiscal 2001. The Company attributes
the improvement in the U.S. to ongoing consolidation and cost reduction efforts
which contributed to an overall reduction of 9% in selling, distribution,
administrative and corporate expenses; and an improved mix of business within
the many market channels served, among other factors.