-----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, PGU8fCd7iONTe2ventkhtaCx78wsSmKfGXv7KMpZ9LRY/Ukd1CtC3DLBrw1A1N+N kCfBHmDIbzoWDN7+FFD/YQ== 0000794154-97-000002.txt : 19970401 0000794154-97-000002.hdr.sgml : 19970401 ACCESSION NUMBER: 0000794154-97-000002 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NASD SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPRAGEN CORP CENTRAL INDEX KEY: 0000794154 STANDARD INDUSTRIAL CLASSIFICATION: TOTALIZING FLUID METERS & COUNTING DEVICES [3824] IRS NUMBER: 680073366 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14068 FILM NUMBER: 97570090 BUSINESS ADDRESS: STREET 1: 30689 HUNTWOOD DRIVE CITY: HAYWARD STATE: CA ZIP: 94544 BUSINESS PHONE: 5106360707 NT 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-25726 (Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR For Period Ended: December 31, 1996 Transition Report on Form 10-KSB Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR 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: SEPRAGEN CORPORATION Former Name if Applicable: Address of Principal Executive Office (Street and Number): Huntwood Drive, Hayward, California 94544 30689 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 appro- priate) (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 of 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-KSB, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. Due to reduced staff and resources, Registrant was unable to complete all accounting and due diligence work for the Report. Part IV - Other Information (1) Name and telephone number of person to contact in regard to this notification: Vinit Saxena (510) 476-0650 (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 answer is no, identify report(s): Yes X 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 in- cluded 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. SEPRAGEN CORPORATION has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: 3/28/97 By: /s/ Vinit Saxena President and CEO The form may be signed by an executive officer of the registrant or by any other duly authorized representative. EX-99 2 SEPRAGEN CORPORATION DRAFT 3/28/97 BALANCE SHEET ASSETS December 31, 1996 1995 Current assets: Cash $ 217,057 $ 23,364 Marketable securities -- 3,586,145 Accounts receivable, less allowance for doubtful accounts of $10,298 and $30,459 as of December 31, 1996 and 1995, respectively 183,805 278,688 Inventories 474,872 777,620 Prepaid expenses and other 12,633 57,130 Total current assets 888,367 4,722,947 Furniture and equipment, net 388,201 252,150 Intangible assets 130,837 111,709 $ 1,407,425 $ 5,086,806 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 196,686 $ 230,799 Accrued liabilities 67,665 174,395 Accrued payroll and benefits 110,967 80,633 Interest payable -- 4,285 Total current liabilities 375,318 490,112 Commitments: Class E common stock, no par value--1,600,000 shares authorized; 1,209,894 and 1,111,961 shares issued and outstanding at December 31, 1996 and 1995; redeemable at $.01 per share -- -- Shareholders' equity (deficit): Preferred stock, no par value-- 5,000,000 shares authorized; none issued and outstanding at December 31, 1996 and 1995 -- -- Class A common stock, no par value--20,000,000 shares authorized; 2,149,155 and 2,070,000 shares issued and outstanding at December 31, 1996 and 1995 8,812,701 8,353,737 Class B common stock, no par value--2,600,000 shares authorized; 707,276 and 786,431 shares issued and outstanding at December 31, 1996 and 1995 4,100,992 4,559,956 Net unrealized loss on available-for-sale securities -- (14,462) Accumulated deficit (11,881,586) (8,302,537) Total shareholders' equity (deficit) 1,032,107 (4,596,694) $ 1,407,425 $ 5,086,806 SEPRAGEN CORPORATION DRAFT 3/28/97 STATEMENTS OF OPERATIONS for the years ended December 31, 1996 and 1995 For the Years Ended December 31, 1996 1995 Revenues: Net sales $ 1,002,562 $ 1,046,256 Costs and expenses: Cost of goods sold 840,593 685,291 Selling, general, and administrative 2,344,273 2,280,130 Research and development 1,487,231 1,077,342 Total costs and expenses 4,672,097 4,042,763 Loss from operations (3,669,535) (2,996,507) Interest expense -- (138,482) Interest income and other, net 90,486 222,132 Net loss $ (3,579,049) $ (2,912,857) Net loss per common and common equivalent share $ (1.25) $ (1.25) Weighted average shares outstanding 2,856,431 2,332,283 DRAFT 3/28/97 The following table is included as an aid to understanding the Company's operating results. The table sets forth the percentages which each item bears to revenues and the percentage change in dollar amounts from year to year. Year to Year Percentage Percentage Increase Relationship to Revenues (Decrease) % of % of Year Year Revenues Revs. Ended Ended Account Name 1996 1995 1996 1995 Revenues 100% 36% (4)% (41% Cost and Expenses Cost of goods sold 84 % 19% 23% (32)% Selling, general and administrative 234% (11)% 3% 128% Research and development 148% 8% 38% 135% Total costs and expenses 466% 3% 16% 64% Loss from operations (366)% (37)% 22% 345% Interest expense (0)% 716% (100)% (27)% Interest income and other, net 9% 0% 59% n/a Net loss (357)% (21)% 23% 238% -----END PRIVACY-ENHANCED MESSAGE-----