UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR [_] Form N-CSR
For Period Ended:_____________________________________________________
[_] 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
[_] Transition Report on Form CSR
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:
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PART I - REGISTRANT INFORMATION
Renaissance Capital Growth & Income Fund III, Inc. (the "Registrant" or the
"Fund")
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Full Name of Registrant
not applicable
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Former Name if Applicable
8080 N. Central Expressway, Suite 210, LB-59
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Address of Principal Executive Office (Street and Number)
Dallas, TX 75026
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City, State and Zip Code
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, 11-K, Form N-SAR or Form N-SAR, or
[X] | portion thereof, will be filed on or before the 15th 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 why the Form 10-K, 11-K, 10-Q, N-SAR, N-CSR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
There have been issues raised with respect to the interpretation of the rules
regarding the calculation of certain fees paid by the Registrant to RENN Capital
Group, Inc., its investment adviser (the "Investment Adviser"), by the
Securities and Exchange Commission (the "SEC"). Resolution of this issue should
not have a negative impact on the net asset value of the Fund. The Registrant
and the Investment Adviser are working together with the SEC staff to resolve
these issues. While we are awaiting final resolution of these issues in order to
determine calculations that impact the Registrant's financial statements, there
has been a delay in the completion of the Registrant's annual audit and the
Registrant's preparation of its Annual Report on Form 10-K. The Registrant has
not been able to compile the requisite financial data and other narrative
information necessary to complete the Registrant's Annual Report on Form 10-K
without unreasonable effort and expense.
While resolving the aforementioned issue, the Registrant has determined that it
needs an additional period of time, not expected to exceed the fifteenth
calendar day following the prescribed due date of March 30, 2004, to prepare and
file its Form 10-K.
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SEC FILE NUMBER
001-11701
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CUSIP NUMBER
75966V105
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Barbara Butschek 214-891-8200
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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?
[_] 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.
Renaissance Growth & Income Fund III, 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.
Renaissance Capital Growth &
Income Fund III, Inc.
Date: March 31, 2004 By: /s/ Russell Cleveland
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Russell Cleveland, President
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 (17CFR 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, DC 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.