UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one): |X| Form 10-K & Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q & Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 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: ____________________________
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Read Instructions (on page 3) Before Preparing Form. Please Print or Type
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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
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Full Name of Registrant
CPS Systaems, Inc.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
3400 Carlisle, Suite 500, Dallas, TX 75204
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City, State and Zip Code
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 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 of 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
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State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
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The Annual 10-K Report for the period ending December 31, 1998 could not be
filed by March 31, 1999 without unreasonable effort or expense for the following
reasons:
We have been unable to complete the audit by March 31, 1999 because of certain
legal documents needed to complete the audit. This information is expected to be
completed within the next week and we are in the process of completing the
audit.
Please see attached letter.
Grant Thornton Letterhead
March 31, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We were retained by CPS Systems, Inc. as independent certified public
accountants to report on the financial statements for the year ended December
31, 1998.
We have endeavored, with the full cooperation of the Company, to obtain the
necessary information to meet the filing requirements for Form 10-K, both as to
form and timeliness. However, we have been unable to complete the audit by March
31 because of certain legal documents needed to complete the audit. This
information is expected to be completed within the next week and we are in the
process of completing the audit.
Very truly yours,
/s/ Grant Thornton LLP
Suite 500
1717 Main Street
Dallas, TX 75201
Tel: 214-561-2300
Fax: 214-561-2370
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Paul E. Kana 214 855-5277
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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
Company Act of 1940 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) 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 hereof?
[ ] Yes [X] 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.
CPS Systems, 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
hereunto duly authorized.
Date: March 31, 1999 By: /S/ Paul E. Kana
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Paul E. Kana
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other fully 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.