-----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, J89/8js2B3H2sz+SuCeWt95KE42UJmhSDe1usp1V1xDtpkSzxEofd5eShM66qdmx ouToGO8J/6LsdXcvKO16Lg== 0000950134-98-006895.txt : 19980817 0000950134-98-006895.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950134-98-006895 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS GROUP INC CENTRAL INDEX KEY: 0000900017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 720843450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: SEC FILE NUMBER: 000-22010 FILM NUMBER: 98687348 BUSINESS ADDRESS: STREET 1: 5215 N OCONNOR BLVD STE 2500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728693400 MAIL ADDRESS: STREET 1: 5215 N OCONNOR SUITE 2500 CITY: IRVING STATE: TX ZIP: 75039 NT 10-Q 1 NOTIFICATION OF LATE FILING 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 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: JUNE 30, 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 THOMAS GROUP, INC. Full Name of Registrant N/A Former Name If Applicable 5215 N. O'CONNOR BLVD., SUITE 2500 Address Of Principal Executive Office (Street And Number) IRVING, TEXAS 75039 City, State And Zip Code 2 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, 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. PART III - NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Company's Audit Committee meeting was postponed until August 13, 1998 due to the business schedules of its members, which involved overseas travel. Because of the potential for changes to the form as a result of the audit committee meeting, which could not be processed timely for the August 14 deadline, Management has postponed filing of the quarterly report. The Company believes the five-day extension will provide adequate time to complete the required disclosures. (Attach Extra Sheets If Needed) PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Melissa L. Moore 972 869-3400 (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 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 3 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 Attachment 1. THOMAS GROUP, 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 13, 1998 By: Leland L. Grubb, CFO 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 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 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). 4 ATTACHMENT 1 to the Thomas Group, Inc. United States Securities and Exchange Commission Form 12b-25 Notification of Late Filing for the three-month period ended June 30, 1998. Explanation of response to Part IV question (3) of the Form 12b-25: The registrant recorded discontinued operations and estimated loss on disposal for its Information Technologies segment with a total income statement impact of a loss of $2.7 million and $3.9 million for the three and six months ended June 30, 1998. Additionally, the registrant recorded restructuring charges in the second quarter totaling $9.7 million. Net loss is estimated at $8.0 million and $8.3 million for the three and six months ended June 30, 1998. -----END PRIVACY-ENHANCED MESSAGE-----