SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number: 000-28321
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20F [ X ] Form 10-Q
[ ] Form N-SAR
For Period Ended: JUNE 30, 2001
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[ ] Transition Report on Form 10-K [ ] 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:
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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:
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PART I
REGISTRANT INFORMATION
Full name of registrant: AVID SPORTSWEAR & GOLF CORP.
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Former name if applicable: N/A
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Address of principal executive office (Street and number):
22 SOUTH LINKS AVENUE, SUITE 204
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City, state and zip code: SARASOTA, FLORIDA 34236
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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.)
[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, 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, 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.
FORM 12B-25
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Company recently hired a new Chief Executive Officer, Chief
Operational Officer, and Director of Corporate and Legal Affairs. As such, the
Company hereby requests additional time for the Company's new management team to
prepare the Form 10-QSB for the period ended June 30, 2001.
PART IV
OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification:
MICHELLE MATHIS (310) 436-1523
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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
Registrant 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
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.
2
FORM 12B-25
AVID SPORTSWEAR & GOLF CORP.
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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: August 15, 2001 By: /s/ Jerry L. Busiere
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Jerry L. Busiere, Secretary
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 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four confirmed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 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 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.
3
FORM 12B-25
ATTACHMENT
(CHANGES IN RESULTS OF OPERATIONS)
The following discussion of the financial results of the Company are
preliminary and are subject to adjustment by the Company's independent certified
public accountants. The Company expects to report sales, net of approximately
$4.3 million and $18.0 million in the three and six months ended June 30, 2001.
This would represent an increase of approximately $1.7 million and $14.3
million, respectively, from the corresponding periods in the prior year. The
Company expects to report total operating expenses of approximately $5.0 million
and $7.1 million in the three and six months ended June 30, 2001. This would
represent an increase of approximately $3.4 million and $3.0 million,
respectively, from the corresponding periods in the prior year. These increases
are due in part to the termination on May 9, 2001, by Levi Strauss & Co. of the
Company's "Dockers Golf" Trademark License Agreement. Because of the termination
of the trademark license, the Company anticipates that the goodwill associated
with the purchase of the wholly-owned subsidiary, Avid Sportswear, Inc., will be
considered impaired. The Company anticipates that impairment loss will be
recorded in the amount of $1,962,205 for the quarter ended June 30, 2001. The
Company expects to report a net loss of approximately $2.0 million and $2.4
million for the three and six months ended June 30, 2001. This would represent
approximately a $0.4 million increase and a $1.7 million decrease in net loss
from the three and six months ended June 30, 2000. The Company's financial
results for the periods above are not indicative of the Company's future
financial performance due in significant part to the termination of the
"Dockers' Golf" trademark license, resulting in the loss of the Company's
primary product line.