1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 016441
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: For the Fiscal Year Ended December 31, 1997
[ ] 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
CODE-ALARM, INC.
950 East Whitcomb
Address of Principal Executive Office (Street and Number)
Madison Heights, MI 48071
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)
2
[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, 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
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Please see attached Exhibit A.
PART III--NARRATIVE
State below in reasonable detail the reasons why Form 10-K or Form 10-KSB, 20-F,
11-K, 10-Q or Form 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
Please see attached Exhibit B.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Craig S. Camalo 248 583-9620
- --------------------------------------------------------------------------------
(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 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.
Please see attached Exhibit C.
3
CODE-ALARM, 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 March 31, 1998 By /s/ Craig S. Camalo
-------------- ------------------------------------------
Craig S. Camalo, Vice President
of Finance and Chief Financial 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).
4
EXHIBIT A
ACCOUNTANT'S STATEMENT
March 31, 1998
Securities & Exchange Commission
Washington, D.C. 20549
Re: Code-Alarm, Inc.
Commission File Number: 016441
Deloitte & Touche LLP is the independent auditor of Code-Alarm, Inc.
We are writing with respect to Code-Alarm, Inc.'s (the Company) Form 12b-25
filing of Notification of Late Filing of Form 10-K Annual Report due March 31,
1998, and have prepared this letter as an attachment thereto.
The Company has not completed the 1997 year end closing of its books and
records. Until this process is complete, it is not possible for the Company to
prepare complete and accurate consolidated financial statements.
Very truly yours,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
5
EXHIBIT B
PART III - NARRATIVE
The Company has not completed the 1997 year end closing of its books
and records. Until this process is complete, it is not possible for the Company
to prepare complete and accurate consolidated financial statements.
6
EXHIBIT C
The Company will incur a consolidated net loss for its fiscal year ended
December 31, 1997, significantly in excess of its 1996 consolidated net loss due
to nonrecurring charges of at least $15 million. Until the Company completes the
1997 year end closing of its books and records, the amount of its consolidated
net loss cannot be determined.
Significant nonrecurring charges that will be included in the Company's 1997
consolidated net loss include a contingency accrual for an unfavorable patent
infringement judgment, asset writedowns and costs associated with the closing of
a domestic subsidiary, and the write-off of deferred tax assets.