UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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OMB NUMBER 3235-0058
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SEC FILE NUMBER: 1-5528
CUSIP NUMBER: 947900 10 6
(Check One):___Form 10-K ___Form 20-F ___Form 11-K _X_Form 10-Q ___Form N-SAR
For Period Ended: December 31, 1995
[ ] 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 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:
PART I -- REGISTRANT INFORMATION
Full Name of Registrant
Wedco Technology, Inc.
Address of Principal Executive Office (Street and Number)
Wedco Technology, Inc.
P.O. Box 397
Bloomsbury, New Jersey 08804
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 if appropriate)
(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 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. N/A
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant and ICO, Inc., a Texas corporation ("ICO"), entered into a
definitive merger agreement dated December 8, 1995 (the "Agreement"), pursuant
to which the Registrant would merge with and into a wholly-owned subsidiary
of ICO. In the proposed merger, each Wedco shareholder would receive, at its
option, shares of ICO common stock or a combination of shares of such stock
and cash. The merger is subject to, among other things, approval of the
shareholders of the Registrant, and the issuance of ICO common stock in the
merger is subject to the approval of the shareholders of ICO.
Under the terms of the Agreement, both Wedco and ICO were obligated to
use their best efforts to prepare and file with the Commission a Joint Proxy
Statement/Prospectus relating to the solicitation of proxies by Wedco
and ICO from their respective shareholders in connection with the special
meeting of shareholders to be held by each of the parties. On
February 9, 1996, ICO filed with the Commission a Registration Statement
on Form S-4 under the Securities Act of 1933, as amended, relating to the
shares of ICO common stock to be issued to Wedco shareholders in the merger.
The Joint Proxy Statement/Prospectus was filed as Part I of the Registration
Statement.
The management of the Registrant necessarily expended a very significant
amount of time and effort in furtherance of the preparation and filing of
the Joint Proxy Statement/Prospectus with the Commission last week.
This occurred during the time Wedco's management would otherwise have prepared
the subject quarterly report on Form 10-Q. Accordingly, the subject quarterly
report could not be filed within the prescribed period, i.e., on or before
February 14, 1996.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark L. Kuna (908)479-4181
(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 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 explanation
attached hereto.)
Wedco Technology, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 15, 1996 By: Robert F. Bush
Vice President - Finance
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).
WEDCO TECHNOLOGY, INC.
FORM 12b-25
Part IV - Other Information
Item (3) - Explanation of anticipated change in results of operations
The registrant anticipates that its earnings statements which
will be included in the registrant's Quarterly Report on Form 10-Q
for its third quarter ended December 31, 1995, will reflect the
following changes in results of operations:
Third quarter net revenues decreased 13.5% to $9,991,759 from
$11,548,212 for the same period last year. Net income for the
quarter decreased 99.6% to $3,177 from $879,073 in the third
quarter of fiscal 1995, and earnings decreased to $.00 per share
from $0.24 per share in the previous third quarter.
For the nine months ended December 31, 1995, net revenues
increased by less than 1.0% to $32,119,484 from $31,843,057 in the same
period of the previous year. Net income for the nine month period
decreased 75.2% to $693,688, or $.19 per share, from $2,802,112, or
$.78 per share, in the comparable period of fiscal 1995.
The decrease in operating income was caused by the cyclical
downturn in the worldwide plastics industry which occurred during
the current fiscal year. This resulted in declines in the
utilization of the registrant's machinery and equipment and the
absorption of certain overhead costs in several of the registrant's
facilities. Furthermore, a portion of the increase in revenues
reported during the current nine-month period is attributed to an
increase in compounding services rendered by the registrant's Dutch
subsidiary, which services yield lower margins than the traditional
processing services.
The registrant also experienced an increase in competition in
the United States during the current nine-month period and increased
labor costs in certain domestic locations. In addition, earnings
of the registrant's joint venture in Canada continued to be
adversely affected by ongoing costs associated with its sales,
marketing and administrative office in Toronto, Canada and by
repetitive monthly losses associated with its research and
production facility in Oklahoma. During the current nine and
three month periods, the registrant also incurred approximately
$470,000, or $0.13 per share and $174,000 or $0.05 per share,
respectively, in legal, accounting and other expenses related to its
pending merger with ICO, Inc.