U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER:
1-2782
(Check One): CUSIP NUMBER:
826 619
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: July 3, 1999
[ ] 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: N/A
Read 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:
All of the Registrant's Quarterly Report on Form 10-Q
Part I- Registrant Information
Full Name of Registrant Signal Apparel Company, Inc.
Former Name if Applicable N/A
Address of Principal Executive Office (Street and Number)
34 Englehard Avenue
City, State and Zip Code
Avenel, New Jersey 07001
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)
[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
[_] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. N/A
Part III- Narrative
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSP, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
As previously reported, the relocation of the Registrant's accounting and
related administrative functions from offices in Chattanooga, Tennessee to
offices in Avenel, New Jersey resulted in certain internal personnel
disruptions, including the resignation of the Registrant's former Controller.
These disruptions in the Registrant's internal accounting and financial
reporting functions were exacerbated by: (1) the closing of three material
transactions (requiring subsequent event footnotes to its annual financial
statements) within less than 30 days prior to March 31, 1999; (2) the need to
utilize outside accounting consultants to assist the Registrant in maintaining
its accounting and financial reporting functions during the transition to new
permanent staff; and (3) certain disruptions in this transition process which
resulted from the resignation of the Registrant's former independent accountants
on July 21, 1999 and the need to engage new independent accountants. The
cumulative effect of these factors, which previously delayed the filing of the
Registrant's Annual Report on Form 10-K and its first quarter report on Form
10-Q, have now also delayed the completion of the Registrant's second quarter
report. As a result, the Registrant has been unable to complete the preparation
and filing of its Quarterly Report on Form 10-Q within 45 days after the end of
its first fiscal quarter without unreasonable effort or expense.
Part IV- Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Steven R. Barrett, Registrant's counsel (423) 265-8881
(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 or
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 Company's results of operations for the first six months of fiscal 1999 will
differ significantly from results for the first six months of fiscal 1998 due to
(i) the disposition in the first quarter of 1999 of the Company's women's
fashion knit business through the sale of its Heritage Sportswear Division and
(ii) the Company's acquisition in the first quarter of 1999 of substantially all
of the assets and business of Tahiti Apparel, Inc. It is anticipated that the
net effect of these transactions will be to increase net sales for the first six
months of 1999 by approximately $44 million as compared to the first six months
of 1998 and to increase the Company's net loss by approximately $18 million.
Signal Apparel Company, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 17, 1999
By /s/ Robert J. Powell
-------------------------
Robert J. Powell
Vice President, General Counsel and Secretary
INSTRUCTIONS: 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 and 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 CFR 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 the 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 the 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 (ss. 232.201 or ss. 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.
232.13(b) of this chapter).