SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 2-69336
(check one)
|_| Form 10-K and Form 10-KSB |_| Form 11-K |_| Form N-SAR
|_| Form 20-F |X| Form 10-Q and Form 10-QSB
For Period ended: September 30, 2002.
|_| Transition Report on Form 10-K and Form 10-KSB |_| Transition Report on Form 10-Q and Form 10-QSB
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period ended .
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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: _______________________________ .
PART I
REGISTRANT INFORMATION
Full name of registrant: Cramer, Inc.
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Former name if applicable:
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1222 Quebec Street
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Address of principal executive office (street and number)
North Kansas City, Missouri 64116
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City, state and zip code
PART II
RULE 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;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 10-QSB, 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.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof
could not be filed within the prescribed time period. (Attach extra sheets if
needed.)
The registrant has received accounting comments from the SEC on its
preliminary 2002 annual meeting proxy statement, the responses to which
are currently being prepared. One of the accounting issues about which
information was requested in the comments was the accounting treatment
of a quarterly securities pledge fee accrued by the Company and payable
to its parent, Rotherwood Ventures, LLC ("Rotherwood"). The fee is
payable in shares of common stock of the Company at the rate of 800,000
shares per quarter. The resolution of that accounting issue will impact
the 10-QSB which is the subject of this filing. The registrant has
agreed to pay a fee to Rotherwood for pledging $2 million in securities
as additional collateral for the registrant's $2 million bank loan.
Rotherwood has agreed to accept payment of the fee in common stock at
the rate of 800,000 shares of common stock per quarter for each quarter
during which the pledge remains in effect. The value assigned by the
Company and Rotherwood to the common stock issuable in payment of such
fee was $0.05 per share. On the basis of that valuation, the Company
accrued a pledge fee expense of $40,000 for the fourth quarter of 2001
and the first and second quarters of 2002. A recent independent
appraisal obtained by the Company states that the fair market value of
the Company's common stock is $0.01 per share. Based on that appraisal,
the 800,000 shares issuable to Rotherwood each quarter have an
aggregate fair market value of $8,000, which the Company has determined
is the proper amount of the quarterly pledge fee accrual in accordance
with Statement of Financial Accounting Standards No. 123 (FAS 123). The
Company intends to restate its 2001 and first and second quarter 2002
financials to reflect the $8,000 quarterly accrued expense. The effect
of the accounting change will be to debit accrued expenses by $32,000
for each of the affected quarters, which will result in a corresponding
credit to net income (loss) of $32,000 for 2001 and $32,000 for each of
the first two quarters of 2002. The Company
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requires additional time to file the September 30 10-QSB in order to
properly account for the transaction for that quarter.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Mr. Nicholas Christianson 816 471-4433
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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 and 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). |_| Yes |X| No
The registrant's annual report on Form 10-KSB for the year ended
December 31, 2000 and the registrant's quarterly report on Form 10-QSB for the
quarter ended April 1, 2001 were filed late.
(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 the discussion in Part III above. The effect of the
accounting change will be to debit accrued expenses by the sum of $32,000 per
quarter for the last quarter of 2001 and the first two quarters of 2002 and to
credit net income (loss) in the same quarterly amount.
Cramer, 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
thereunto duly authorized.
Date 11/15/02 By: /s/ Nicholas Christianson
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Nicholas Christianson
Acting Chief Executive Officer and Interim
Chief Financial Officer
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