UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 1-8509 CUSIP Number 630183101 ---------- ----------- (Check One): |X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form N-SAR For Period Ended: February 28, 1998 ----------------------- [ ] 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 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. - ------------------------------------------------------------------------------------------------------------------------------------ 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 NANTUCKET INDUSTRIES, INC. ____________________________________________________________________________________________________________________________________ Full Name of Registrant N/A ____________________________________________________________________________________________________________________________________ Former Name if Applicable 510 BROADHOLLOW ROAD, SUITE 300 ____________________________________________________________________________________________________________________________________ Address of Principal Executive Office (Street and Number) MELVILLE, NY 11747-3606 ____________________________________________________________________________________________________________________________________ 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 appropriate box.) |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, Form 11-K, 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. PART III -- NARRATIVE State below in reasonable detail why the Form 10-K, 11-K, 20-F 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.) The Company is unable to file its Annual Report on Form 10K in a timely manner due to several extraordinary financial events which require prepartion of special disclosures. These events include the following: o For fiscal year ending February 28, 1998, the Company incurred a net loss of $4,272,000 verses a net loss of $2,747,000 for the year ending March 1, 1997. The financial statements, through operating results, reflect $1.8 million in restructuring charges including $1.2 million associated with the phase out of the Guess? product line ($660,000 inventory write-offs, $540,000 in deferred costs and other charges), with the balance associated with write-downs, and reserves of asset values, and other cash items. o The American Stock Exchange, sighting failure of the Company to meet minimum listing requirements, delisted the Company effective April 17, 1998. o The Company has no long term financing faclity in place, and it has defaulted on several interest payments to its subordinated debt holder. The Company has subsequently been successful in negotiating a forebearance agreement with its Subordinated Debt Holder, and believes current negotiations with its lender will be successful in placing a long term credit facility. PART IV--OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification ROBERT M. ROSEN, ESQ. 617 345-9800 -------------------------------------- -------------- ------------------------- (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 See disclosure under Part III above. 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. ==================================================================================================================================== NANTUCKET INDUSTRIES, INC. ------------------------------------------ (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date MAY 28, 1998 By /s/ NICHOLAS DMYTRYSZYN ---------------------------- ------------------------------------------------- Nicholas Dmytryszyn, 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). - ------------------------------------------------------------------------------------------------------------------------------------