-----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, Ov5ZlTzlcyC9bxU9nquxihMtYp8YoDVMRq3d39NTNDOAct30O4TTuDHvexYjzBdz Mlx2oxIB/CbH7+FtitbVPw== 0000950148-00-000561.txt : 20000331 0000950148-00-000561.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950148-00-000561 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 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: SEC FILE NUMBER: 000-20652 FILM NUMBER: 586381 BUSINESS ADDRESS: STREET 1: 900 N FRANKLIN ST STREET 2: STE 401 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 ------------ (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 1999 -------------------------------------------------------- [ ] 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 - ------------------------------------------------------------------------------ Former Name if Applicable 920 North Franklin Street, Suite 420 - ------------------------------------------------------------------------------ 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 [X] (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) AccuMed entered into a License and Development Agreement with Ventana Medical Systems, Inc. on March 24, 2000. On March 29, 2000, AccuMed entered into a Patent and Technology License and Registration Rights Agreement with a third-party, to be publicly announced on April 4, 2000. Each of these agreements constitute material contracts of AccuMed. AccuMed's management was required to devote a substantial amount of time and attention to the drafting and negotiations of these agreements during the same time that management was working on the year-end audit and preparation of the 1999 financial statements. The contractual obligations of the other parties to pay AccuMed fees and royalties, as well as to purchase product and parts from AccuMed's inventory have a material impact on AccuMed's financial condition. AccuMed's independent auditors require additional time to review these agreements and their impact on AccuMed's financial condition prior to issuing their opinion on AccuMed's financial statements. A statement to this effect from KPMG LLP is attached as an exhibit hereto. See Exhibit 1 PART IV--OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Paul F. Lavallee (312) 642-9200 x501 --------------------------------------- ----------- ------------------ (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 30, 2000 By /s/ Paul F. Lavallee --------------------------- ------------------------------------- Chairman and Chief Executive 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 March 29, 2000 AccuMed International, Inc Chicago, Illinois Ladies and Gentlemen: Pursuant to Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934, we inform you that we have been furnished a copy of Form 12b-25 to be filed by AccuMed International, Inc. on or about March 30, 2000, which contains notification of the registrant's inability to file its Form 10-K by March 30, 2000. We have read the Company's statements contained in Part III therein and we agree with the stated reasons as to why we have been unable to complete our audit and report on the financial statements for the year ended December 31, 1999, to be included in Form 10-K. Very truly yours, /s/ KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----