U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File No. 001-01416
NOTIFICATION OF LATE FILING
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR
For the 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:
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
Full Name of Registrant: SAMES CORPORATION
Address of Principal Executive 9201 W. BELMONT AVE.
Office: FRANKLIN PARK, IL 60131
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 appropriate box)
|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) (i) 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 fifteenth calendar day following the prescribed due
date; or
|_| (ii) 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 Form 10-K, 11-K, 20-F,
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.)
One of the Registrant's subsidiaries, Sames, S.A., is based in France. Due
to delays in obtaining and compiling the financial information, data and other
information from this subsidiary necessary to consolidate and finalize the
Registrant's fiscal 2000 financial statements, the fiscal year end December 31,
2000 annual audit of Sames Corporation by KPMG LLP is not yet complete, and will
not be complete by the required filing date of its Form 10-K report. The
Registrant intends to file its completed Form 10-K report for the fiscal year
ending December 31, 2000 within the fifteen (15) day period provided by Rule
12b-25 under the Securities Exchange Act of 1934.
PART IV - OTHER INFORMATION
(1) Name, address and telephone number of person to contact in regard
to this notification:
RONALD A. KOLTZ
9201 W. BELMONT AVE.
FRANKLIN PARK, IL 60131
(847) 737-5970
(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.
The Registrant anticipates that its Form 10-K report for the fiscal
year ended December 31, 2000 will show a loss from continuing operations for the
year ended December 31, 2000 of $5.7 million and a net loss of $8.7 million,
compared to income from continuing operations of $3.1 million and a net loss of
$1.8 million for the fiscal year ended November 30, 1999. The anticipated losses
are primarily the result of: (1) a decrease in sales; (2) cost overruns and
substantially reduced margins on a number of large
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automotive paint shop installations and other adjustments, including those for
reserves for retirement costs at the Registrant's French subsidiary; (3)
non-recurring charges related to a reduction in staff at the Registrant's French
subsidiary; (4) a one-time charge to reduce the balance sheet carrying value of
deferred tax assets initially recorded in prior years; (5) a loss from
discontinued operations; and (6) a decline in the average exchange value of the
French franc versus the U.S. dollar.
SAMES CORPORATION has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 30, 2001 By: /s/ Ronald A. Koltz
--------------------------------
Name: Ronald A. Koltz
Title: Chief Financial Officer
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