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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-22994
CUSIP NUMBER
403203102
(Check one)
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1998
[ ] 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:
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: N/A
PART I -- REGISTRANT INFORMATION
Full Name of Registrant Gunther International, Ltd.
Former Name if Applicable N/A
Address of Principal Executive Office (Street and Number) One Winnenden Road
City, State and Zip Code Norwich, Connecticut, 06360
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).
[ ] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
[ ] (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.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10KSB,
20-F, 11-K, 10-Q and Form 10QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Company has been unable to complete the preparation and review of
its financial statements for the fiscal quarter ended June 30, 1998. As a
result, it has delayed the filing of its Quarterly Report on Form 10-QSB for the
fiscal quarter then ended.
During the preparation of its accounts for the quarter, the Company
identified certain issues regarding the accumulation of contract costs and the
recognition of revenues and expenses relating to the Company's systems business.
As a result, the Company has been unable to complete the preparation of its
financial statements for the fiscal quarter ended June 30, 1998, and additional
questions have been raised with respect to the validity of the financial results
previously reported by the Company with respect to the fiscal year ended March
31, 1998. In light of this uncertainty, the Company cautioned investors that the
financial statements and corresponding audit report for the fiscal year ended
March 31, 1998 should not be relied upon.
The Company, with the assistance of independent auditors, Arthur
Andersen LLP, is continuing to review the nature and extent of these matters, as
well as the effect they may have on the Company's financial results for the
fiscal quarter ended June 30, 1998 and any prior reporting periods. The Company
is working expeditiously to be in a position to announce its financial results
as quickly as possible. Based on the information that is currently available,
the Company expects to be in a position to release the results of its review by
the end of August.
A copy of the Company's press release, dated August 17, 1998, is
attached to this filing.
(ATTACH EXTRA SHEETS IF NEEDED)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Frederick W. Kolling, III. (860) 823-1427
(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 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 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 can be made.
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In light of the issues and uncertainties discussed in Part III above,
the Company is unable to provide a meaningful estimate of the results of
operations that ultimately will be reported for the fiscal quarter ended June
30, 1998.
GUNTHER INTERNATIONAL, LTD.
(Name of Registrant as specified in charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 17, 1998 By: /s/ Frederick W. Kolling, III
-----------------------------
Frederick W. Kolling, III
Vice President, Chief Financial Officer
and Treasurer
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 (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 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 (Section 232.201 or Section 232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this chapter).
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Attachment to Form 12b-25
GUNTHER ANNOUNCES
DELAY IN REPORTING FIRST QUARTER FINANCIAL RESULTS
NORWICH, CT, (August 17, 1998) Gunther International, Ltd. (NASDAQ:
SORT) today reported that it has delayed the announcement of its financial
results for the fiscal quarter ended June 30, 1998 and the filing of its
Quarterly Report on Form 10-QSB for the fiscal quarter then ended.
During the preparation of its accounts for the quarter, the Company
identified certain issues regarding the accumulation of contract costs and the
recognition of revenues and expenses relating to the Company's systems business.
As a result, the Company has been unable to complete the preparation of its
financial statements for the fiscal quarter ended June 30, 1998, and additional
questions have been raised with respect to the validity of the financial results
previously reported by the Company with respect to the fiscal year ended March
31, 1998. In light of this uncertainty, the Company cautioned investors that the
financial statements and corresponding audit report for the fiscal year ended
March 31, 1998 should not be relied upon.
The Company, with the assistance of its independent auditors, Arthur
Andersen LLP, is continuing to review the nature and extent of these matters, as
well as the effect they may have on the Company's financial results for the
fiscal quarter ended June 30, 1998 and any prior reporting periods. The Company
is working expeditiously to be in a position to announce its financial results
as quickly as possible. Based on the information that is currently available,
the Company expects to be in a position to release the results of its review by
the end of August.
As previously announced, the Company currently is in default of certain
financial covenants and other provisions of its senior credit facility. The
Company has been engaged in discussions with its senior lender but has not yet
been able to reach a definitive agreement with respect to a potential
restructuring of the facility. Although the Company intends to continue to
pursue these negotiations and to work cooperatively with its senior lender,
there can be no assurance that it will be able to restructure the facility.
The Company's expectations are preliminary and are subject to the
completion of the internal review currently being conducted. The anticipated
release of the Company's financial results and the potential consequences of the
matters discussed above, including the potential restructuring of the Company's
senior credit facility, constitute forward-looking statements, and the
resolution of these matters could differ materially from those discussed above.
Gunther International, Ltd. is a leading manufacturer of intelligent
document finishing systems and ink jet printing solutions.
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