Identifier1PHTRANS\363295\1DateStamp1 PHTRANS\363295\1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission
File Number 1-5005
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form
11-K [ ] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: December 31, 2001
[ ] Transition Report on Form 10-K [ ] Transition Report on
Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition
Report on Form N-SAR
[ ] Transition Report on Form 11-K
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
Full Name of Registrant: SELAS CORPORATION OF AMERICA
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)2034 LIMEKILN PIKE
City, State and Zip Code: DRESHER, PENNSYLVANIA 19025
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;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 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 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
and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
transition report or portion thereof could not be filed within
the prescribed period. (Attached Extra Sheets if Needed)
The registrants bank credit facility is currently scheduled
to mature on April 15, 2002. The registrant and its bank have
reached an agreement in principle to extend the maturity of the
credit facility to January 31, 2003, and to increase the amount
of available credit pending the registrants proposed disposition
of its large custom engineered heat technology business in
Europe. (See Part IV, item 3 below.) The registrant has been
advised that audited financial statements reflecting the
agreement in principle cannot be published until definitive
documentation is executed. The agreement in principle could not
be reduced to definitive documentation by the due date for the
registrants Annual Report on Form 10-K for the year ended
December 31, 2001, without unreasonable effort and expense.
Part IV
Other Information
(1) Name and telephone number of person to contact in regard to
this notification
Francis A.Toczylowski (215) 646-6600
(Name) (AreaCode) (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.
As previously announced on March 8, 2002, the registrant has
determined to dispose of its large custom engineered heat
technology business in Europe and to account for that business as
a discontinued operation. Also, as previously announced on March
8, 2002, the registrant reported income from continuing
operations of $98,000 or $0.02 per diluted share for the quarter
and $658,000 or $0.13 per diluted share for the year, compared
with income of $720,000 or $0.14 per diluted share for the fourth
quarter of 2000, and $3,005,000 or $0.59 per diluted share for
2000. The continuing operations include the registrants smaller
heat treating furnace operations in Europe.
For the quarter ended December 31, 2001, the registrant
reported a loss of $3,674,000 or $0.72 per diluted share on sales
of $19,125,000 compared with income of $314,000 or $0.06 per
diluted share on sales of $21,915,000 for the similar period in
2000. For the year 2001, the Company reported a net loss of
$4,617,000 or $0.90 per diluted share on sales of $89,304,000 in
2000. Losses from the discontinued operations were $3,772,000 or
$0.74 per diluted share on sales of $4,008,000 for the fourth
quarter and $5,275,000 or $1.03 per diluted share on sales of
$15,624,000 for the year. The comparable figures for the
discontinued operations for 2000 were losses of $406,000 or $0.08
per diluted share on sales of $3,543,000 for the fourth quarter
and losses of $69,000 or $0.02 per diluted share on sales of
$27,322,000 for the year.
SELAS CORPORATION OF AMERICA
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 2, 2002 By: /s/Francis A.Toczylowski
Francis A.Toczylowski
VicePresident and Treasurer
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
Intention 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.