-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WfdGYkL68pT7oeco29F2E83ybwIj+zYI4/gZADozlAFizAWkQVRhB5s+MWTZWEEo BvzVJOcKbfXq/6/o8hJcNQ== 0000950148-96-001762.txt : 19960816 0000950148-96-001762.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950148-96-001762 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960815 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN LABORATORIES INC /DE/ CENTRAL INDEX KEY: 0000847385 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 752300995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12848 FILM NUMBER: 96616098 BUSINESS ADDRESS: STREET 1: 6780 CABALLO ST CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7026969300 MAIL ADDRESS: STREET 1: 6780 CABALLO ST STREET 2: PO BOX 96205 CITY: LAS VEGAS STATE: NV ZIP: 89119 NT 10-Q 1 NOTIFICATION OF LATE FILING FORM 10-QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 1-12848 ------------ (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 1996 -------------------------------------------------------- [ ] 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: ----------------------------------------- - ------------------------------------------------------------------------------ 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 CROWN LABORATORIES, INC. - ------------------------------------------------------------------------------ Full Name of Registrant - ------------------------------------------------------------------------------ Former Name if Applicable 6780 Caballo Street - ------------------------------------------------------------------------------ Address of Principal Executive Office (Street and Number) Las Vegas, NV 89119 - ------------------------------------------------------------------------------ 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 Rules 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, 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 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. 2 PART III--NARRATIVE State below in reasonable detail the reasons why the Form 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) See Exhibit 1 PART IV--OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Jim Schropp (202) 639-7110 --------------------------------------- ----------- ------------------ (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 of 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. - ------------------------------------------------------------------------------ CROWN LABORATORIES, 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 August 14, 1996 By /s/ Craig E. Nash CEO --------------------------- ------------------------------------- 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) - ------------------------------------------------------------------------------ (Attach Extra Sheets If Needed) 3 EXHIBIT 1 FORM 12b-5 NOTIFICATION OF LATE FILING PART III Attachment A The registrant's 10-QSB could not be filed within the prescribed time period due to the unreasonable effort involved in the timely completion of an ongoing review regarding certain issues presently being conducted by the registrant's accountants. PART IV(3) Attachment B CROWN LABORATORIES, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
For the three months ended For the six months ended June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995 -------------- -------------- -------------- --------------- Net Sales $ - $ - $ - $ - Cost of sales - - - - ------------- -------------- -------------- --------------- Gross Profit - - - - General and Administrative Expenses 1,016,870 730,434 1,912,766 1,385,404 ------------- ------------- ------------- -------------- Loss From Operations (1,016,870) (730,434) (1,912,766) (1,385,404) Other Income/(Expense) Other Income 25,200 - 50,400 - Interest Expense (44,309) (42,486) (85,471) (68,896) Interest Income 1,102 10,468 5,967 28,743 ------------- ------------- ------------ ------------- Loss Before Income Taxes (1,034,877) (762,452) (1,941,870) (1,425,557) Income Tax Provision - - - - ------------- ------------ ----------- ------------ Net Loss $ (1,034,877) $ (762,452) $(1,941,870) $ (1,425,557) ============= ============ =========== ============ NET LOSS PER SHARE $ (0.07) $ (0.06) $ (0.14) $ (0.11) ============= ============ =========== ============ WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 14,166,236 12,528,058 14,166,236 12,528,058 ============= ============ =========== ============
The Company continues to be in the start-up phase of operations and as such has not generated significant revenues. Higher expenses for 1996 vs the same period in 1995 result from additional staffing, higher operating expenses and start-up expenses. EX-1 2 SUBSEQUENT EVENTS 1 7. SUBSEQUENT EVENTS On July 31, 1996, the Company raised $1 million through the sale of its Series E Preferred Stock to a "Regulation S" investor. The Series E Preferred Stock imputes an average effective interest rate of 6% which is payable in shares of the Company's common stock on the "Dividend Dates", (August 1, 1997 and August 1, 1998). The Series E Preferred Stock is convertible into common shares based on discounts to the market price at the time of conversion which range from 15% to 31% depending on the time they are held from the issuance date, (the longer the stock is held, the deeper the discount). After June 30, 1996, the Company raised an additional $1.2 million through a private placement of equity securities. See Note 3 to the financial statements, "Financing" for additional details on the private placement. The Company entered into a term loan agreement with FINOVA Capital Corporation which provides for a $3 million, fixed rate, (pegged at a spread of 561 basis points above the 5 year Treasury Note rate at the time of closing), 5 year term loan (interest only for the first six months, amortized over the remaining 54 months) secured by a first lien against the fixed assets and leasehold improvements of the Company. The commitment provides for the advance of an additional $1.5 million upon securing sales contracts totaling $7 million on an annualized basis. The Loan Agreement provides that the Company maintain a minimum tangible net worth of $5 million, a senior debt to tangible net worth ratio of 1 to 1 and a cash flow coverage ratio of 2.0 to 1. The cash flow ratio will not come into effect until December 31, 1997. Additionally, as part of the terms of the loan agreement, the Company has agreed to issue 300,000, 5 year, warrants to FINOVA to purchase the Company's common stock at the closing market price of the stock on the date of closing. Minimum principal payments due on the loan over the next 5 years are as follows. 1996 0 1997 437,656 1998 588,180 1999 665,405 2000 752,770 Thereafter 555,989 ---------- Total $3,000,000 -----END PRIVACY-ENHANCED MESSAGE-----