-----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, JEq7g6uy3RknyKBft4g6or0FbcQUb02SOQTQqolP3PggqyKT0VzLTcgwrD+sE10g BEoHtf/f+czWE4ZQvWT2kg== 0000794154-99-000002.txt : 19990403 0000794154-99-000002.hdr.sgml : 19990403 ACCESSION NUMBER: 0000794154-99-000002 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990401 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: 99584304 BUSINESS ADDRESS: STREET 1: 30689 HUNTWOOD DRIVE CITY: HAYWARD STATE: CA ZIP: 94544 BUSINESS PHONE: 5104760760 MAIL ADDRESS: STREET 1: 30689 HUNTWOOD DRIVE CITY: HAYWARD STATE: CA ZIP: 94544 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, 1998 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 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. 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: 3/31/99 By: /s/Vinit Saxena Vinit Saxena President and CEO 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). SEPRAGEN CORPORATION BALANCE SHEET DRAFT 3/31/99 ASSETS December 31, 1998 1997 Current assets: Cash $ 41,136 $ 44,448 Accounts receivable, less allowance for doubtful accounts of $2 and $10,298 as of December 31, 1998 and 1997, respectively 527,845 570,868 Inventories 445,392 318,860 Prepaid expenses and other 32,011 62,484 Total current assets 1,046,384 996,660 Furniture and equipment, net 179,258 276,211 Intangible assets 95,187 120,165 $1,320,829 $ 1,393,036 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 965,678 $ 636,254 Bridge Loan -- 464,300 Customer deposit 40,797 310,481 Notes payable, including $135,000 to shareholders 235,000 225,000 Accrued payroll and benefits 156,063 145,139 Accrued liabilities 96,623 92,720 Interest payable 34,253 24,849 Total current liabilities 1,528,414 1,898,743 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, 1998 and 1997; redeemable at $.01 per share (Notes 10 and 11) -- -- Shareholders' equity (deficit): Preferred stock, no par value --5,000,000 shares authorized and 175,439 convertible, preferred shares issued and outstanding at December 31, 1998 and none outstanding on December 31, 1997 500,000 -- Class A common stock, no par value --20,000,000 shares authorized; 4,057,216 shares issued an outstanding at December 31, 1998, and 2,149,155 shares issued and outstanding at December 31, 1997 9,761,017 8,848,075 Class B common stock, no par value --2,600,000 shares authorized; 701,177 and 707,276 shares issued and outstanding at December 31, 1998 and 1997, respectively 4,065,618 4,065,618 Additional paid in capital 202,220 -- Accumulated deficit (14,736,440) (13,530,100) Total shareholders' equity(deficit) (207,585) (505,707) $ 1,320,829 $ 1,393,036 SEPRAGEN CORPORATION DRAFT 3/31/98 STATEMENTS OF OPERATIONS for the years ended December 31, 1998 and 1997 For the Years Ended December 31, 1998 1997 Revenues: Net sales $1,987,086 $ 1,619,623 Costs and expenses: Cost of goods sold 915,219 892,225 Selling, general, and administrative 1,218,808 1,504,481 Research and development 756,122 861,455 Total costs and expenses 2,890,149 3,258,161 Loss from operations (903,063) (1,638,538) Interest expense (302,957) (93,703) Interest income and other 0 83,727 Net loss $(1,206,020) $(1,648,514) Net loss per common and common equivalent share (Note 1) $ (0.41) $ (0.58) Weighted average shares outstanding (Note 1) 2,935,679 2,856,431 DRAFT 3/31/99 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 Relationship Year to Year to Revenues Increase(Decrease) Percentage % of % of Year Year Revenues Revs Ended Ended Account Name 1998 1997 1998 1997 Revenues 100% 100% 23% 62% Cost and Expenses Cost of goods sold Selling, general and 46% 55% 3% 6% administrative 61% 93% (19)% (36)% Research and development 38% 53% (12)% (42)% Total costs and expenses 145% 201% (11)% (30)% Loss from operations (46)% (101)% (45)% (55)% Interest income (expense) and other, net (15)% (1)% 2939% (34)% Net loss (61)% (102)% (27)% (56)% -----END PRIVACY-ENHANCED MESSAGE-----