-----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, IAO9SlmUW5N7AMCdq46TWoGgIHarRPOA9PrJKqhoADrAC59gTmZol3u4AZ2g13WQ r5czMcC03HFuOZYuJQsLYA== 0000794154-98-000007.txt : 19980402 0000794154-98-000007.hdr.sgml : 19980402 ACCESSION NUMBER: 0000794154-98-000007 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980401 SROS: PCX 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: SEC FILE NUMBER: 001-14068 FILM NUMBER: 98585078 BUSINESS ADDRESS: STREET 1: 30689 HUNTWOOD DRIVE CITY: HAYWARD STATE: CA ZIP: 94544 BUSINESS PHONE: 5106360707 NT 10-K 1 SECURITIES AND EXCHANGE COMMISSION UNITED STATES Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-25726 CUSIP NUMBER 817316 10 2 817316 11 0 817316 12 8 (Check One): X Form 10-K and Form 10-KSB Form 20-F Form 11-K Form 10-Q and Form 10-QSB Form N-SAR For Period Ended: December 31, 1997 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 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): 30689 Huntwood Drive, Hayward, California 94544 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 Form 10-KSB, 20-F, 11-K, 10-Q, 10Q-SB, N-SAR, or the transition State below in reasonable detail the reasons why Form 10-K and 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. See attached. (Name of Registrant specified in charter) SEPRAGEN CORPORATION has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: 3/31/98 By: /s/ Vinit Saxena Vinit Saxena President and CEO The form may be signed by an executive officer of the regis- trant 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). SEPRAGEN CORPORATION BALANCE SHEET DRAFT 3/31/98 ASSETS December 31, 1997 1996 Current assets: Cash $ 44,448 $ 217,057 Accounts receivable, less allowance for doubtful accounts of $10,298 and $10,298 as of December 31, 1997 and 1996, respectively 570,868 183,805 Inventories 318,860 474,892 Prepaid expenses and other 97,484 12,633 Total current assets 1,031,660 888,387 Furniture and equipment, net 276,211 388,201 Intangible assets 120,165 130,837 $ 1,428,036 $1,407,425 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 636,254 $ 196,686 Bridge Loan 540,000 -- Customer deposit 310,481 -- Notes payable 225,000 -- Accrued payroll and benefits 145,139 110,967 Accrued liabilities 92,720 67,665 Interest payable 24,849 -- Total current liabilities 1,974,443 375,318 Commitments (Note 9): 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, 1997 and 1996; redeemable at $.01 per share (Notes 10 and 11) -- -- Shareholders' equity (deficit): Preferred stock, no par value --5,000,000 shares authorized; none issued and outstanding at December 31, 1997 and 1996 -- -- Class A common stock, no par value --20,000,000 shares authorized; 2,149,155 shares issued and outstand- ing at December 31, 1997 and 1996 8,353,737 8,812,701 Class B common stock, no par value --2,600,000 shares authorized; 707,276 shares issued and outstanding at December 31, 1997 and 1996 4,559,956 4,100,992 Accumulated deficit (13,460,100)(11,881,586) Total shareholders' equity(deficit) (546,407) 1,032,107 $ 1,428,036 $ 1,407,425 SEPRAGEN CORPORATION DRAFT 3/31/98 STATEMENTS OF OPERATIONS for the years ended December 31, 1997 and 1996 For the Years Ended December 31, 1997 1996 Revenues: Net sales $ 1,619,623 $1,002,562 Costs and expenses: Cost of goods sold 892,225 840,593 Selling, general, and administrative 1,504,481 2,344,273 Research and development 861,455 1,487,231 Total costs and expenses 3,258,161 4,672,097 Loss from operations (1,638,538) (3,669,535) Interest income and other, net 60,024 90,486 Net loss $(1,578,514) $(3,579,049) Net loss per common and common equivalent share (Note 1) $ (0.55) $ (1.25) Weighted average shares outstanding (Note 1) 2,856,431 2,856,431 DRAFT 3/31/98 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. Percentage Year to Year Relationship to Revenues Increase(Decrease) Percentage % of % of Year Year Revenues Revs Ended Ended Account Name 1997 1996 1997 1996 Revenues 100% 100% 62% (4)% Cost and Expenses Cost of goods sold Selling, general and 55% 84% 6% (23)% administrative 93% 234% (36)% 3% Research and development 53% 148% (42)% 38% Total costs and expenses 201% 466% (30)% 16% Loss from operations (101)% (366)% (55)% 22% Interest income and other, net 4% 9% (34)% 59% Net loss (97)% (357)% (56)% 23% -----END PRIVACY-ENHANCED MESSAGE-----