NT 10-K 1 d651837.txt FORM 12B-25 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): SEC File Number |_| Form 10-K and |X| Form 10-KSB |_| Form 20-F 0-2749 |_| Form 11-K |_| Form 10-Q and Form 10-QSB |_| Form N-SAR For Period Ended: December 31, 2004 |_| Transition Report on Form 10-K CUSIP Number |_| Transition Report on Form 20-F 254745 300 |_| 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: Not Applicable -------------------------------------------------------------------------------- PART I--REGISTRANT INFORMATION -------------------------------------------------------------------------------- Full Name of Registrant: DISTINCTIVE DEVICES, INC. Former name if applicable: N/A --- One Bridge Plaza, Fort Lee, NJ 07024 ------------------------------------ Address of Principal Executive Office (Street and Number), City, State and Zip Code -------------------------------------------------------------------------------- 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 Form 10-K and 10-KSB, 20-F, 11-K, 10-Q and 10-QSB N-SAR, or the transition report or portion thereof could not be filed within the prescribed period. In December 2004, Registrant's German subsidiary galaxis technology ag went into bankruptcy in Germany. There are unresolved questions regarding claims against galaxis and the status of its assets, thereby delaying the completion of the galaxis financial information. Moreover, the accountants are awaiting clarification as to the requirement to include audited financial information on galaxis in the 10- KSB. (Attach Extra Sheets if Needed) -------------------------------------------------------------------------------- PART IV--OTHER INFORMATION -------------------------------------------------------------------------------- (1) Name and telephone number of person to contact in regard to this notification Sanjay Mody (201) 363-9922 -------------------------------------------------------------------------------- (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 Registrant had acquired galaxis in December 2004. At this time we cannot estimate the change in our financial results by reason of the acquisition and the subsequent bankruptcy. 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. DISTINCTIVE DEVICES, INC. ------------------------- (Name of Registrant as specified in charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 31, 2005 By /s/ Sanjay Mody ------------------------------ Name: Sanjay Mody Title: 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). 2