-----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, ICFVTRD+oeakUFELWWjBGeNGLUndzIQ+6R0qm5E/oxZ+zKUG7Vt+g66VzP2yIZMW 4Nke4uBzgCVPBGwQhyHxhg== 0000089041-96-000004.txt : 19960329 0000089041-96-000004.hdr.sgml : 19960329 ACCESSION NUMBER: 0000089041-96-000004 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960328 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED TECHNOLOGY GROUP LTD CENTRAL INDEX KEY: 0000089041 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 131948169 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04186 FILM NUMBER: 96540436 BUSINESS ADDRESS: STREET 1: 160 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2122334500 MAIL ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: STE 110 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL ELECTRONIC SYSTEMS INC DATE OF NAME CHANGE: 19680822 NT 10-K 1 FORM 12B-25 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTIFICATION OF LATE FILING Form 12b-25 Sec. File Number 0-4186 Cusip Number ------ ---------- [Check One] [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR For the Period Ended: December 31, 1995 ------------------ [ ]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 Instructions [on back page] Before Preparing Form. Please Print or Type Nothing in this form shall be constructed 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 Full Name of Registrant: Consolidated Technology Group Ltd. Former Name if Applicable: Address of Principal Executive Office [Street and Number]: 160 Broadway, #901 City, State and Zip Code: New York, NY 10038 - ------------------------------------------------------------------------------- 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 expenses; [X] [b] The subject annual report, semi-annual report, transition report on Form 10-K, Form 2-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. - ------------------------------------------------------------------------------- 2 Part III - Narrative State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q or N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. [Attach Extra Sheet if Needed] The information necessary for the preparation of Form 10-K for the year ended December 31, 1995 cannot be completed until amendments for Forms 10-K for the fiscal year ended July 31, 1994 and the transition period ended December 31, 1994 have been completed. Amendments to prior 10-K forms are required to complete the response to a comment letter received from the Securities and Exchange Commission dated February 26, 1996. - ------------------------------------------------------------------------------- Part IV - Other Information [1] Name and telephone number of person to contact in regard to this notification: A. Lee Wingeier 407 347-5339 --------------- --- -------- [Name] [Area Code] [Telephone No.] [2] Have all other periodic reports required under Section 13 or 15[d] of the Securities and 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 Exhibit A) - ------------------------------------------------------------------------------- Consolidated Technology Group Ltd. [Name of Registrant as Specified in Charter] has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 28, 1995 By: /S/ -------------- --------------------- George W. Mahoney (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. 3 ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violation [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 the 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 no restate information that has been correctly furnished. The form shall be clearly identified as an amendment notification. 4 Exhibit A Prior Period Adjustments The fiscal years ended July 31, 1994 and 1993 have been restated to reflect errors in the application of accounting principles that were detected in the current year. The following summarized the impact of the retroactive adjustment of the noted errors. Five Months Ended December Fiscal Year Ended July 31, 31, -------------------------- 1994 1994 1993 -------- -------- -------- Income (Loss) from Operations: As Originally Reported ($ 2,708) ($ 3,851) ($ 841) Prior Period Adjustments: Decrease in discount on shares issued for stock options [1] -- (5,870) -- Reclass loss from discontinued operations to operating activity [2] -- -- (562) Reclass stock option expense from unusual to selling, general and administrative expenses [3] -- (845) -- Decrease discount on shares issued for acquisitions [4] (36) -- -- Decrease discount on shares issued in lieu of cash payment for services rendered [5] (338) -- -- Reclass goodwill write-off from other expense to selling, general and adiministrative expenses [6] (285) -- -- ------ ------ ------ As restated ($ 3,368) ($10,566) ($ 1,403) ====== ====== ====== Other Income (Expense): As Originally Reported ($ 1,383) ($ 1,253) $ 1,942 Prior Period Adjustments: Reclass stock option expense from unusual to selling, general and administrative expenses [3] -- 845 -- Reclass goodwill write-off from other expense to selling, general and adiministrative expenses [6] 285 -- -- ------ ------ ------ As restated ($ 1,098) ($ 408) $ 1,942 ====== ====== ====== 5 Exhibit A Prior Period Adjustments (continued) Five Months Ended December Fiscal Year Ended July 31, 31, -------------------------- 1994 1994 1993 -------- -------- -------- Loss from Discontinued Operations: As Originally Reported -- -- ($ 562) Prior Period Adjustments: Reclass loss from discontinued operations to operating activity [2] -- -- ($ 562) ------ ------ ------ As restated -- -- -- ====== ====== ====== Net Income (Loss): As Originally Reported ($ 4,111) ($ 4,902) $ 740 Prior Period Adjustments: Decrease in discount on shares issued for stock options [1] -- (5,870) -- Decrease discount on shares issued for acquisitions [4] (36) -- -- Decrease discount on shares issued in lieu of cash payment for services rendered [5] (338) -- -- ------ ------ ------ As restated ($ 4,465) ($10,772) $ 740 ====== ====== ====== Accumulated Deficit: As Originally Reported ($23,044) ($18,932) ($14,030) Prior Period Adjustments: Decrease in discount on shares issued for stock options [1] (5,870) (5,870) -- Decrease discount on shares issued for acquisitions [4] (36) -- -- Decrease discount on shares issued in lieu of cash payment for services rendered [5] (338) -- -- ------ ------ ------ As restated ($29,288) ($24,802) ($14,030) ====== ====== ====== 6 Exhibit A Prior Period Adjustments (continued) Five Months Ended December Fiscal Year Ended July 31, 31, -------------------------- 1994 1994 1993 -------- -------- -------- Additional Paid-in Capital, Common Stock: As Originally Reported $39,353 $35,861 $16,752 Prior Period Adjustments: Decrease in discount on shares issued for stock options [1] 5,870 5,870 -- Decrease discount on shares issued for acquisitions [4] 36 -- -- Decrease discount on shares issued in lieu of cash payment for services rendered [5] 338 -- -- ------ ------ ------ As restated $45,597 $41,731 $16,752 ====== ====== ====== [1] - The Company originally used a 60% discount for valuing shares issued and exercised pursuant to a Non employee Directors, Consultants and Advisors Stock Plan and it was subsequently determined that only a 20% discount should be used resulting in an increase in noncash expenses of $5,870. [2] - The Company originally presented $562 of losses from the discontinuation of a part of a line of business as a discontinued item and such losses are now included in income (loss) from operations. [3] - The Company originally included $845 of noncash expenses from the issuance and exercise of stock options pursuant to a Non employee Directors, Consultants and Advisors Stock Plan as an unusual expense in other income and expense. Such expense has been reclassified as an operating expense. [4] - The Company originally used a 50% discount for valuing shares issued pursuant to the acquisition of subsidiaries and it was subsequently determined that only a 20% discount should be used resulting in an increase in noncash expenses of $36. [5] - The Company originally used a 50% discount for valuing shares issued in lieu of cash payment for services rendered and it was subsequently determined -----END PRIVACY-ENHANCED MESSAGE-----