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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
SEC File Number 1-10346
CUSIP Number 59514K209
NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K and Form 10-KSB / / Form 11-K / / Form 20-F
/ / Form 10-Q and Form 10-QSB / / Form N-SAR
/ / Transition Report on Form 10-K /x / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended: December 31, 1996
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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.
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
Full name of registrant MicroTel International, Inc.
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Former name if applicable
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Address of Principal Executive Office (Street and number)
4290 E. Brickell Street
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City, State and Zip Code Ontario, California 91761
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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)
/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, 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF
NEEDED.)
On March 26, 1997, XIT Corporation ("XIT") of Ontario, California
merged with a wholly-owned, newly formed subsidiary of the Registrant, with XIT
as the surviving subsidiary (the "Merger"). The Merger has been accounted for
as a purchase of the Registrant by XIT in a "reverse acquisition" because the
existing shareholders of the Registrant prior to the Merger did not have voting
control of the combined entity immediately after the Merger. In a reverse
acquisition, the accounting treatment differs from the legal form of the
transaction, as the continuing legal parent company, the Registrant, is not
assumed to be the acquiror. Rather, the historical financial statements of the
Registrant are those of accounting acquiror (XIT), including any comparative
prior year financial statements presented by the combined entity after the
business combination.
XIT was a privately-held company prior to the Merger, and, as such, was
not required to file any Exchange Act reports. XIT's fiscal year ended
September 30, 1996, while the Registrants's fiscal year ended December 31,
1996. The Registrant has determined to change the fiscal closing date of XIT to
December 31, 1996, the fiscal year end for the Registrant. The Registrant
determined to change XIT's fiscal year end on May 15, 1997 and reflected such
determination in its Form 10Q for the period ended March 31, 1997, which was
filed on May 20, 1997. The transition report being filed is for the period
October 1, 1996 through December 31, 1996.
The Registrant's senior management have been and continue to be engaged
in matters relating to the accounting for the Merger. This included the
restatement of XIT's historical financial statements to comply with Regulation
S-X and calculation of pro forma financial information in connection with a
Registration Statement on Form S-1 (No. 33-29925) filed on June 24, 1997 and an
8K-A relating to the Merger filed on June 25, 1997. Accordingly, this did not
permit them time to complete preparation of the necessary information for the
subject report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Barry E. Reifler (909) 391-4321
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(Name) (Area code) (Telephone number)
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(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 preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) 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 for the results cannot be made.
The Registrant will report a net loss of approximately $(857,000) on
revenues of $7,886,000 for the 3 months ended December 31, 1996 versus net
earnings of approximately $151,000 on revenues of $6,796,000 for the three
months ended December 31, 1995. The increase in revenues is the net result of
$2,200,000 of incremental revenues from operations acquired in 1996, less a
decline in revenues of $1,100,000 for operations included in both periods,
principally in the Registrant's Components Sector. The decline in earnings was
due to a) the acquired operations incurring a net loss of $(109,000) in the
three months ended December 31, 1996, b) the negative effects of the decline in
revenues, excluding the acquired operations, and c) declining margins for the
Registrant's Circuits Sector due to an unfavorable product mix shift.
MicroTel International, Inc.
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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: June 30, 1997 By /s/ Barry E. Reifler
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Barry E. Reifler
Chief Financial 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).
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 notification 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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