-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dv1fWnjPIyIUrHm8KPQesitpGhJXFR4+5Bv9b/zge1E9nBVsv7lrzviGf3vzZB8C 1fnby0LtKyBsL1d0Kq6ueQ== 0000352281-99-000003.txt : 19990615 0000352281-99-000003.hdr.sgml : 19990615 ACCESSION NUMBER: 0000352281-99-000003 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990430 FILED AS OF DATE: 19990614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTROMEDICS CORP CENTRAL INDEX KEY: 0000352281 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042608713 STATE OF INCORPORATION: DE FISCAL YEAR END: 0727 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: SEC FILE NUMBER: 000-09922 FILM NUMBER: 99646166 BUSINESS ADDRESS: STREET 1: 13 COLUMBIA DR STE 5 CITY: AMHERST STATE: NH ZIP: 03031 BUSINESS PHONE: 6038806300 MAIL ADDRESS: STREET 1: 13 COLUMBIA DR STREET 2: STE 18 CITY: AMHERST STATE: NH ZIP: 03031 NT 10-Q 1 FORM 12B-25 OF AMERICAN ELECTROMEDICS CORP. OMB APPROVAL ----------------------------- OMB Number: Expires: Estimated average burden hours per response ..... 2.50 ----------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 0-9922 NOTIFICATION OF LATE FILING (Check One): [_] Form 10-K [_] Form 11-K [_] Form 20-F [X] Form 10-Q [_] Form N-SAR For Period Ended: APRIL 30, 1999 [_] 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 American Electromedics Corp. ________________________________________________________________________________ Full Name of Registrant N/A ________________________________________________________________________________ Former Name if Applicable 13 Columbia Drive, Suite 5 ________________________________________________________________________________ Address of Principal Executive Office (Street and Number) Amherst, New Hampshire 03031 ________________________________________________________________________________ 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.) [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, Form 11-K or Form N-SAR, or 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, 20-F 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) The nature of certain third quarter events increased the complexity of the reporting requirements to a greater than normal level, and additional review by the Company is necessary. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Michael T. Pieniazek (603) 880-6300 --------------------------------------------------------------------------- (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. American Electromedics Corp. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: JUNE 14, 1999 By: /s/ Michael T. Pieniazek ------------------- --------------------------------------------- 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. (Form 12b-25-07/98) ATTACHMENT Part IV, item 3 - OTHER INFORMATION The net loss for the three month period ended April 30, 1999 is approximately $4.9 million, or $.64 per share, as compared to a net loss for the same period in the prior fiscal year of $791,000, or $.15 per share. The results of operations for the three months ended April 30, 1999 reflect a non-cash charge of approximately $3.2 million taken against operations which represents a write-off of the unamortized goodwill associated with the Company's wholly-owned subsidiary, Dynamic Dental Systems ("DDS"), acquired in May 1998. The Company also completed the sale of certain assets of its audiometric business during the three month period ended April 30, 1999, and recognized a loss of approximately $100,000. In addition, the three month period ended April 30, 1999 includes $108,000 for amortization of goodwill recognized in connection with the acquisitions of DDS and Equidyne Systems, Inc. ("ESI") which occurred in the fourth quarter of fiscal 1998. Other changes from the previous year primarily consist of additional revenues, operating costs and net losses incurred by DDS and ESI during the three months ended April 30, 1999. -----END PRIVACY-ENHANCED MESSAGE-----