UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 12b-25 0-21036
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Commission File Number
NOTIFICATION OF LATE FILING
(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: June 30, 1999
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|_| 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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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
BLIMPIE INTERNATIONAL, INC.
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Full Name of Registrant
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Former Name if Applicable
740 Broadway
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Address of Principal Executive Office (Street and Number)
New York, NY 10003
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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)
|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, 20-F, 11-K or 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, 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 the Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 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.)
See Attached
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Brian D. Lane (770) 984-2707
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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 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 Attached
BLIMPIE INTERNATIONAL, INC.
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(Name of Registrant as Specified in Charter)
has caused this amendment no. 1 to its notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date September 30, 1999 By: /s/ Brian D. Lane
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Brian D. Lane, 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and
Regulations under the Act. The information contained in or filed with the
form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
ATTACHMENT TO AMENDMENT NO. 1 TO FORM 12b-25
PART III - NARRATIVE
The reasons why Registrant could not file its Annual Report on Form 10-K
for the fiscal year ended June 30, 1999 have been stated in its Form 12b-25, as
filed with the Commission on September 29, 1999.
PART IV - OTHER INFORMATION - Item 3
Due to slight changes in the amount of the net income and selling, general
and administrative expenses which the Registrant believes that it will report
for the fiscal year ended June 30, 1999, Registrant has revised the explanation
required pursuant to Part IV, Item 3 of Form 12b-25, to read as follows:
Registrant believes that it will report aggregate revenues for fiscal year
1999 of $33,074,000, compared to $37,107,000 for the prior year, and it believes
that it will report net income for fiscal year 1999 of $1,287,000, or $0.14 per
share, compared to $2,444,000 or $0.26 per share for fiscal year 1998.
Registrant further believes that the significant components of such
aggregate revenues will be reported as follows: (a) a 9.3% increase in revenues
from continuing fees, which increased to $18,958,000 for fiscal year 1999,
compared to $17,343,000 for fiscal year 1998; (b) a 19.6% decrease in revenues
from subfranchisor fees, master license fees and sale of franchises, which
decreased to $4,004,000 for fiscal year 1999, compared to $4,983,000 for the
prior year; and (c) a 35.1% decrease in store equipment sales for fiscal year
1999 to $9,328,000, compared to $14,374,000 for the prior year.
If Registrant reports the foregoing expenses in the manner set forth
above, the significant components of such expenses will be reported as follows:
(a) a 5.1% increase in subfranchisors' share of franchise and continuing fees,
which increased to $11,753,000 in fiscal year 1999, compared to $11,188,000 for
the prior year; (b) a 33.3% decrease in store equipment cost of sales, which
decreased to $8,137,000 in fiscal year 1999, compared to $12,192,000 for the
prior year; and (c) a 9.4% increase in selling, general and administrative
expenses, which increased to $11,653,000 in fiscal year 1999, compared to
$10,649,000 for the prior year.
If the foregoing changes in its results of operations are reported as set
forth above, Registrant will disclose that the main reasons for such changes
were due to (a) lower revenues caused by decreased store openings, which
negatively impacted both franchise fees and store equipment sales; (b) an
increased percentage of new concept store openings, which are associated with a
lower franchise fee and a less expensive equipment package than traditional
stores; and (c) an increase in selling, general and administrative expenses due
to (i) greater investments during the year in launching Registrant's three new
brands, which include Maui Tacos, Pasta Central and Smoothie Island; and (ii)
the write off of certain assets for which management estimated the costs would
not be recovered.
Registrant's uncertainty as to whether it will be reporting its revenues
and expenses in the manner set forth above has resulted from its inability to
resolve to its satisfaction certain questions regarding the appropriate income
and expense recognition treatment to be accorded to the revenues that it derives
pursuant to its subfranchise agreements and certain indirect costs related
thereto.