UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION 0-26954
Washington, D.C. 20549
FORM 12b-25 CUSIP NUMBER
14983Y-10-7
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K
|X|Form 10-Q |_| Form N-SAR
For Period Ended: March 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: ____________________
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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
Full Name of Registrant CD&L, Inc.
Former Name if Applicable
Address of Principal Executive Office (Street and Number) 80 Wesley Street
City, State and Zip Code South Hackensack,
New Jersey 07606
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, 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.
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.
CD&L, Inc. (the "Company") is unable to file its quarterly report on
Form 10-Q for the period ended March 31, 2001 within the time period prescribed
for such report without unreasonable effort or expense. On March 30, 2001, the
Company consummated a transaction providing for the sale of certain assets and
liabilities of Sureway Air Traffic Corporation, Inc., its air delivery business.
As a result of this transaction, the Company is required to reclassify the
activities of the air delivery business as discontinued operations in its prior
year financial statements. The Company expects to have finalized the
reclassification of the prior year financial statements within the time-frame
granted for filing the Company's report on Form 10-Q by Rule 12b-25(b).
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Russell J. Reardon, Chief Financial Officer (201) 487-7740
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(Name and Title) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 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.
Operating income, on a comparable basis, for the three months ended March 31,
2001 will be approximately $2,200,000 higher than the operating income reported
for the three months ended March 31, 2000. This variance is due to both an
improvement in profit margin as well as decreased selling, general and
administrative expenses. The decrease in cost of revenue is mainly due to the
Company's efforts to eliminate less profitable business. The decrease in
selling, general and administrative expenses is primarily attributable to
ongoing efforts to reduce and better control such costs and certain
non-recurring items recorded during the first quarter of 2000.
CD&L, 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: May 16, 2001 By: /s/ Russell J. Reardon
Name: Russell J. Reardon
Title: Chief Financial Officer