SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-18690
-------
(Check One):
/X/ Form 10-K / / Form 10-KSB / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
For Period Ended September 28, 1996
-----------------------------------------------------------
/ / Transition Report on Form 10-K / / Transition Report on Form
10-K and Form 10-QSB
/ / Transition Report on Form 20-F / / Transition Report on Form
N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended
----------------------------------------
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:
PART I
REGISTRANT INFORMATION
Full name of registrant Radius Inc.
----------------------------------------------------
Former name if applicable
--------------------------------------------------
- -------------------------------------------------------------------------------
Address of principal executive office (STREET AND NUMBER)
215 Moffett Park Drive
- --------------------------------------------------------------------------------
City, State and Zip Code Sunnyvale, CA 94086
--------------------------------------------------------
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.)
/ / (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 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
/ / (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, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if
needed.)
The registrant's annual report on Form 10-K could not be filed within
the prescribed time period due to (i) a lack of administrative resources at the
registrant's offices associated with the holiday season and (ii) a diversion of
the registrant's administrative resources as a result of the recently-completed
debt-for-equity exchange which has made it difficult to complete the technical
review of the audited financial statements and the Form 10-K.
The registrant intends to file its fiscal 1996 Form 10-K with the
Commission on or before the 15th calendar day following the prescribed due
date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
James T. Given (408) 541-5311
-----------------------------------------------------------------------
(Name) (Area Code)(Telephone Number)
(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 /X/ No
2
The Form 8-K reflecting the pro forma financial information relating to
the divestiture of the registrant's color server group, which occurred in
January 1996, was filed late.
(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. (See attached)
Radius 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 December 30, 1996 By /s/ Charles W. Berger
------------------------------ -----------------------
Charles W. Berger
President and 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).
3
ATTACHMENT FOR PART IV - OTHER INFORMATION
The Company expects that its results of operations for the 1996
fiscal year will differ significantly from its results of operations for the
1995 fiscal year. Although reasonable estimates of these results can be
made, the Company is and its auditors must still complete a technical review
of the financial statements as well as the Form 10-K. Due to decreased
staffing levels during the holiday season, there are fewer Company personnel
as well as other resources available to complete such reviews.
The Company's unaudited results of operations for fiscal 1996 as
compared to fiscal 1995 are expected to be as follows:
Fiscal Year Ending September 30,
--------------------------------
1996 1995
--------- ---------
Net sales $ 90,290 $ 308,133
Cost of sales 77,382 302,937
Operating expenses:
Research and development 7,478 19,310
Selling, general and administrative 25,886 90,068
Income (loss) from operations (20,456) (104,182)
Other income (expense) 20,296 (6,068)
Income (loss) before income taxes (160) (122,672)
Provision for income taxes 815 9,070
--------- ---------
Net income (loss) $ (975) $(131,742)
--------- ---------
--------- ---------
Net income (loss) per share $ (0.05) $ (8.75)
--------- ---------
--------- ---------
Common and common equivalent shares used in
computing net income (loss) per share 21,251 15,049
--------- ---------
--------- ---------
NET SALES. Net sales for fiscal 1996 decreased to $90.3 million from
$308.1 million in fiscal 1995. This decline was primarily due to the Company's
efforts to refocus its business which included exiting markets for high-volume
low-margin displays, reduced sales of the Company's video and graphics products
caused by Apple's shift from Nubus to PCI Bus computers, business divestitures
4
and as a result of entering into exclusive distributor arrangements for Japan
and Europe effective April 1, 1996 and July 1, 1996, respectively, which
relationships provide for the Company to receive as net sales, a percentage of
the sales price of each product sold by those distributors.
As a result of the sale by the Company of its Color Server Group, the
Company recorded no net sales from sales of color server products after the
second quarter of its 1996 fiscal year and recorded approximately $7.0 million
of net sales for the first quarter of its 1996 fiscal year. The Company
anticipates significantly lower overall net sales in the immediate future as a
result of the Company's decision to focus its efforts on providing solutions for
high end digital video and graphics customers, discontinue selling mass market
displays and other low value added products, and the divestiture of certain
businesses such as its color server group and MacOS compatible systems. The
Company sold its Color Server Group in January 1996 and sold its MacOS business
in February 1996. Net sales from the Color Server Group were approximately $7.0
million for fiscal 1996 and approximately $29.3 million for fiscal 1995 and net
sales from the MacOS business were approximately $1.5 million for fiscal 1996
and $21.8 million for fiscal 1995. Had the net sales of these businesses not
been included in the Company's net sales for fiscal 1996 or fiscal 1995, the
Company's net sales for such periods would have been approximately $84.8 million
and $257.0 million for fiscal 1996 and fiscal 1995, respectively.
GROSS PROFIT. The Company's gross profit margin was 14.3% for fiscal
1996, as compared with 1.7% for fiscal 1995. Included in fiscal 1996 is a one
time charge of $3.5 million resulting from the Company's financial structuring
completed in September 1996. Excluding this one time charge, the restructuring
and other charges recorded in fiscal 1995, gross profit margin in fiscal 1996
was 18.2% compared to 16.9% in fiscal 1995.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
decreased from $19.3 million for fiscal 1995 to $7.5 million for fiscal 1996.
The Company decreased its research and development expenses primarily by
reducing expenses related to headcount resulting from the Company's efforts to
refocus its business and business divestitures.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased from $90.1 million for fiscal 1995 to $25.9
million for fiscal 1996. The Company decreased its selling, general and
administrative expenses primarily by reducing expenses related to headcount
resulting from the Company's efforts to refocus its business and business
divestitures. Selling, general and administrative expenses in fiscal 1995
reflected a reduction of approximately $2.1 million of merger-related
restructuring reserves to reflect current requirements.
5
OTHER INCOME (EXPENSE) NET. Other income was $20.3 million for fiscal
1996, as compared to other expense of $6.1 million for fiscal 1995. The
increase was due primarily to other income of approximately $23.8 million
resulting from the Company's divestitures of three business lines, including its
Color Server Group, partially offset by approximately $3.7 million in interest
expense on amounts outstanding under the Company's loan agreements.
6