1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Check One:
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR
For Period Ended: May 31, 2001
[ ] 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:
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 Items(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: STEEL CITY PRODUCTS, INC.
Former Name if Applicable:
2751 CENTERVILLE ROAD SUITE 3131
Address of Principal Executive Office
WILMINGTON, DELAWARE 19808
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):
[X] (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 or 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.
2
PART III - NARRATIVE
State below in reasonable detail the reasons why form 10-K, 11-K, 20-F, 10-Q or
N-SAR or portion thereof could not be filed within the prescribed time period.
Certain transactions at the Company's parent, have recently been finalized,
which may have future impact on the Company's balance sheet. Also, in July 2001,
the Company completed a refinancing of its revolving line of credit. Therefore,
more time is needed to properly reflect these transactions and file the 10-Q.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Mr. Maarten Hemsley 781 934-2219
------------------- ----------- -----------------
(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(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 earning 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.
The Company expects to report pre-tax income of $25,000 for the quarter
ended May 31, 2001, compared with pre-tax income of $255,000 in the prior fiscal
year first quarter. The decrease is due primarily to reduced gross margins on
certain product lines.
Reflecting income tax expense and the effect of preferred stock
dividends, the Company expects to report a net loss attributable to common
stockholders of approximately $226,000 for the first quarter ended May 31, 2001.
In the first quarter of the prior year, the net loss attributable to common
stockholders was $0.
On a per share basis, the Company expects a loss of $0.07 per share,
compared with a loss in the prior year of $0.00 per share.
3
STEEL CITY PROCDCTS, 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: July 16, 2001 By: /s/ Maarten Hemsley
-------------------------------------
Name: Maarten Hemsley Title: President and Chief Financial
Officer