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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-9919
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: December 31, 2000
[_] 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 attached instruction sheet 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
PSC Inc.
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Full Name of Registrant
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Former Name if Applicable
4800 SW Meadows Rd. Suite 300
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Address of Principal Executive Office (Street and Number)
Portland, OR 97035
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City, State and Zip Code
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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 box if appropriate.)
| (a) The reasons described in reasonable detail in
| Part III of this form could not be eliminated without
| unreasonable effort or expense;
| (b) The subject annual report, semi-annual report,
| transition report on Form 10-K, Form 20-F, Form 11-K
| or Form N-SAR, or portion thereof will be filed on or
| before the 15th
X | 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 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.)
The Company is in the process of negotiating and finalizing certain agreements
with its senior and subordinated lenders. This has delayed the completion of the
Company's financial statements and management's discussion and analysis of
financial condition and results of operations for the year ending December 31,
2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Elizabeth J. McDonald (716) 265-1600
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(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
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.
Results of operations for the fiscal year ending December 31, 2000 are
significantly lower than the same period in 1999 for several reasons. The
Company reflected a $20.7 million income tax provision primarily due to a
valuation allowance which was recorded in 2000 to fully reserve the Company's
deferred tax assets. In connection with a plan to consolidate its Webster, New
York operations with its Eugene, Oregon operations, the Company recognized an
$8.5 million loss on asset write-downs related primarily to the anticipated sale
of its Webster, New York facility, and $2.6 million in severance costs. Also,
incremental costs of approximately $9.0 million were incurred, in addition to
$1.5 million of severance costs, in connection with two acquisitions that were
completed in December 1999 and January 2000. Goodwill amortization and interest
expense also increased in 2000 by approximately $4.7 million and $6.6 million,
respectively, primarily due to the acquisitions referenced above. The Company
also recorded $7.3 million in inventory reserves/write-offs during 2000, and
incurred $1.0 million of costs connected with merger related activities that
were terminated prior to completion. Additionally, certain account balances
could be impacted by the finalization of negotiations with the senior and
subordinated lenders as described in part III above.
PSC 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 March 30, 2001 By: /s/ Elizabeth J. McDonald
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Elizabeth J. McDonald
Vice President, Corporate Counsel
& Secretary
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 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 or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.