UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC File Number 0-21892
CUISP Number 723469 10 2
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: December 27, 1997
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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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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
N/A
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PART I -- REGISTRANT INFORMATION
Pinnacle Micro, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
140 Technology Drive, Suite 500
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Address of Principal Executive Office (Street and Number)
Irvine, CA 92618
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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)
(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, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/ will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Effective January 6, 1998, BDO Seidman LLP resigned as the Registrant's
independent auditors. Effective January 8, 1998, the Registrant retained
Scott, Bankhead & Co. as the Registrant's independent auditors to replace BDO
Seidman LLP. Due primarily to the timing of the resignation of the
Registrant's prior independent auditors, and the delay encountered by the
Registrant's current independent auditors in obtaining access to the working
papers of the Registrant's former independent auditors (which access was not
obtained until March 6, 1998), the audit of the Registrants financial
statements for the year ended December 27, 1997 has not been compared in time
to enable the Registrant's Form 10-K to be filed within the prescribed time
period.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Henry Montgomery (714) 789-3000
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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 report(s) 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.
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Pinnacle Micro, 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
hereunto duly authorized.
Date March 27, 1998 By /s/ William F. Blum
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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 O-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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
[LETTERHEAD OF SCOTT, BANKHEAD & CO.]
Exhibit to Pinnacle Micro, Inc. Form 12b-25
Scott, Bankhead & Co. was engaged to be the auditors for Pinnacle Micro, Inc.
on January 8, 1998. Due to a fee issue, we were unable to obtain access to
the predecessor auditors' working papers until March 6, 1998. The resignation
of BDO Seidman on January 6, 1998 and the hiring of our Firm did not permit
any testwork being performed before year-end. In addition, due to changes in
Pinnacle Micro's accounting and finance personnel, the closing of the
Colorado Springs facilities and the corporate relocation in Irvine, the
registrant has taken longer to close their books and longer to obtain the
supporting documentation.
The primary cause of the delay was the resignation of BDO Seidman subsequent
to the Registrant's year-end.
/s/ Scott, Bankhead & Co.
EXHIBIT B
TO FORM 12b-25 OF
PINNACLE MICRO, INC.
INFORMATION REQUIRED BY ITEM 3 OF PART IV OF FORM 12b-25
The Registrant anticipates that it will report net sales for the fiscal
year ending December 27, 1997 of approximately $31,000,000, and a net loss
for the period of approximately $27,000,000. For the preceding fiscal year,
the Registrant's net sales were $59,921,000 and its net loss was $20,833,000.