-----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, VJXGj1MoKzqijyuJsdUiNrmmrC06o/MwCfdNFGyCD/8EI60DOljM8ICpym/CyU09 ttWP2HgD+Ch9G576VRmqgg== 0000950148-97-000720.txt : 19970329 0000950148-97-000720.hdr.sgml : 19970329 ACCESSION NUMBER: 0000950148-97-000720 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCUMED INTERNATIONAL INC CENTRAL INDEX KEY: 0000888335 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 364054899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20652 FILM NUMBER: 97568041 BUSINESS ADDRESS: STREET 1: 920 N FRANKLIN ST STREET 2: STE 402 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126429200 MAIL ADDRESS: STREET 1: 920 N FRANKLIN STREET STREET 2: SUITE 402 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: ALAMAR BIOSCIENCES INC DATE OF NAME CHANGE: 19950504 NT 10-K 1 FORM 12B-25 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number O-20652 ------------ (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-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: ----------------------------------------- - ------------------------------------------------------------------------------ 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 AccuMed International, Inc. - ------------------------------------------------------------------------------ Full Name of Registrant Alamar, Biosciences, Inc. - ------------------------------------------------------------------------------ Former Name if Applicable 900 N. Franklin St., Ste. 401 - ------------------------------------------------------------------------------ Address of Principal Executive Office (Street and Number) Chicago, IL 60610 - ------------------------------------------------------------------------------ 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 Rules 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, 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. 2 PART III--NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED) See Exhibit 1 PART IV--OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Joyce L. Wallach 916 443-6800 --------------------------------------- ----------- ------------------ (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 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 of 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. - ------------------------------------------------------------------------------ AccuMed International, Inc. -------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date March 28, 1997 By /s/ Leonard R. Prange --------------------------- ------------------------------------- Leonard R. Prange Chief Financial Officer 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) - ------------------------------------------------------------------------------ (Attach Extra Sheets If Needed) 3 EXHIBIT 1 TO FORM 12B-25 PART III AccuMed International, Inc. (the "Company") is unable to file its Form 10-KSB within the prescribed time period primarily because management's time and efforts have been almost totally focused on the negotiation, preparation and closing of a major product line acquisition and a private placement of securities to finance such acquisition, both occurring in March 1997, and the subsequent integration of such product line into the Company's business. On March 3, 1997, the Company acquired from Difco Microbiology Systems, Inc., a Michigan corporation, certain assets and liabilities related to the ESP Culture System II product line (the "ESP Product Line") including certain agreements with customers, purchase orders, and patents, trademarks, trade secrets and other intellectual property relating to the ESP Product Line. In addition, on March 14, 1997, the Company consummated a private placement of 85 Units each consisting of $100,000 in principal amount of 12% Convertible Promissory Notes and Warrants to purchase 10,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). Since the acquisition and private placement management has been primarily focused on issues relating to the integration of the ESP Product Line with the Company's current products and marketing plan and other post-acquisition issues, the filing of the Current Report on Form 8-K due fifteen days after closing of the acquisition and in the preparation of the financial statements with respect to the acquisition required to be filed by amendment to Form 8-K. The reasons causing the inability to file timely could not be eliminated by the registrant without unreasonable effort or expense. The subject annual report will be filed no later than the fifteenth calendar day following the prescribed due date. -----END PRIVACY-ENHANCED MESSAGE-----