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SEC FILE NUMBER
UNITED STATES 0-26954
SECURITIES AND EXCHANGE COMMISSION ---------------
Washington, D.C. 20549
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FORM 12b-25 CUSIP NUMBER
14983Y-10-7
NOTIFICATION OF LATE FILING ---------------
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_|Form 10-Q
|_| Form N-SAR
For Period Ended: December 31, 2001
|_| 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: ____________________
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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
N/A
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Part I -- Registrant Information
Full Name of Registrant CD&L, Inc.
Former Name if Applicable
Address of Principal Executive Office (Street and Number) 80 Wesley Street
City, State and Zip Code South Hackensack,
New Jersey 07606
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 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 Forms 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.
CD&L, Inc. (the "Company") is unable to file its annual report on
Form 10-K for the year ended December 31, 2001 within the time period
prescribed for such report without unreasonable effort or expense. The Company
is currently in negotiations with its lenders for modifications to its existing
credit facilities. The Company expects to have finalized documents within the
timeframe granted for filing the Company's report on Form 10-K by Rule
12b-25(b).
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to
this notification.
Russell J. Reardon, Chief Financial Officer (201) 487-7740
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(Name and Title) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 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 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?
|_| Yes |X| 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.
CD&L, 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: April 1, 2002 By: /s/ Russell J. Reardon
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Name: Russell J. Reardon
Title: 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.
-----------------------------------ATTENTION------------------------------------
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001)
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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 (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this chapter).