SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-18106
Form 10-K X
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For period ended September 30, 1996
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
EXIDE ELECTRONICS GROUP, INC.
Former name if applicable
N/A
Address of principal executive office (Street and Number)
8609 Six Forks Road
Raleigh, North Carolina 27615
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.)
XX (a) The reasons described in reasonable detail in Part III of this
-- form could not be eliminated without unreasonable effort or
expense;
XX (b) The subject annual report, semi-annual report, transition
-- report on Forms 10-K, 10-KSB, 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 or transition report on Form 10-Q, 10-QSB, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
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
The Form 10-K of Exide Electronics Group, Inc. (the "Company") cannot
be filed by the prescribed time because the Company is awaiting a response from
the Division of Corporation Finance (the "Division") regarding the appropriate
presentation of the financial results of nine of the Company's direct and
indirect subsidiaries (the "Guarantor Subsidiaries"). The Guarantor Subsidiaries
were included as registrants on a Registration Statement on Form S-4, which was
declared effective by the Securities and Exchange Commission (the "Commission")
on May 14, 1996, by virtue of being guarantors of securities of the Company that
were registered on such registration statement. The Guarantor Subsidiaries
therefore became subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
In July 1996, the Company submitted a letter to the Commission
requesting exemptive relief, or in the alternative, no action advice, under
Section 12(h) of the Exchange Act for the Guarantor Subsidiaries. The Division,
in an informal telephone conversation, advised the Company that the Division
could not provide the requested relief at that time, because one of the nine
Guarantor Subsidiaries was not wholly-owned by the Company. The Division
advised, however, that it would be inclined to grant the requested relief after
January 7, 1997, the date by which the Company was required by contract to
acquire the remaining outstanding capital stock of the non-wholly-owned
Guarantor Subsidiary. The Division advised the Company to resubmit the no action
request in December 1996 so the Division would be in a position to render a
response soon after January 7, 1997. In accordance with the Division's
instructions, the Company resubmitted the no action request by letter dated
December 10, 1996.
The Company anticipates a response from the Division promptly after
January 7, 1997 upon receipt of notice by the Company that it has acquired all
of the outstanding capital stock of the non-wholly-owned Guarantor Subsidiary.
Such response will provide the Company with guidance with respect to the
appropriate presentation of the financial results of the Guarantor Subsidiaries.
In particular, the Company, based on its conversations with the Commission,
expects to be advised that the individual Guarantor Subsidiaries will be exempt
from the reporting requirements of the Exchange Act and that the financial
information of the Guarantor Subsidiaries may be included in the form of
condensed consolidating financial statements to the Company's financial
statements, as requested in the no action letter. The Company, therefore,
expects to be able to file a Form 10-K that appropriately presents the financial
results of the Company and the Guarantor Subsidiaries prior to 15 calendar days
from the date such Form 10-K was originally due.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
B.J. Grossman (919)872-3020
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(2) Have all other periodic reports required under Section 13 or 15(d)
or 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
(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?
Yes
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.
Net loss for fiscal 1996 will be $10.3 million, or $1.15 per fully
diluted share, as compared to a net income of $7.4 million, or $0.84 per fully
diluted share, for fiscal 1995. Excluding non-recurring acquisition,
restructuring, litigation and interest charges and $5.5 million of purchase
accounting adjustments, net income would have been $5.2 million or $0.46 per
fully diluted share in fiscal 1996, compared to $13.0 million or $1.42 per fully
diluted share in fiscal year 1995.
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EXIDE ELECTRONICS GROUP, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
December 23, 1996 /s/ MARTY R. KITTRELL
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Date Marty R. Kittrell, Vice President,
Chief Financial Officer, Treasurer