-----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, MY9MO0M+7v0E1YdolyQDtyZy/pPrHChGwaxATDq4QVKDdZ3qSfdRXqomI88pEX/D CWT61Kxy4n2tS4f/5CK92g== 0000914039-99-000258.txt : 19990518 0000914039-99-000258.hdr.sgml : 19990518 ACCESSION NUMBER: 0000914039-99-000258 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES CELLULAR INC CENTRAL INDEX KEY: 0000933583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 061386411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: SEC FILE NUMBER: 001-13558 FILM NUMBER: 99628656 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 8602582500 MAIL ADDRESS: STREET 1: C/O SHARED TECHNOLOGIES CELLULAR INC STREET 2: 100 GREAT MEADOW ROAD SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 NT 10-Q 1 FORM NT 10-Q 1 1-13732 UNITED STATES SEC File Number SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 819487109 Cusip Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) __ Form 10-K __ Form 20-F __ Form 11-K X Form 10-Q __ Form N-SAR For Period Ended: March 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:____________________________ READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE Nothing in the 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 Shared Technologies Cellular, Inc. - -------------------------------------------------------------------------------- Full Name of Registrant - -------------------------------------------------------------------------------- Former Name if Applicable 100 Great Meadow Road - -------------------------------------------------------------------------------- Address of Principal Executive Office (STREET AND NUMBER) Wethersfield Connecticut 06109 - -------------------------------------------------------------------------------- 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 Rule 12b-25(b), the following should be completed. (Check appropriate box) X (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; ___ (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. PART III - NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed with the prescribed time period. (Attach Extra Sheets if Needed) The information required to complete a full and accurate form 10-Q is not available as of the filing date. 2 PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Vincent DiVincenzo 860 258-2410 -------------------------- ----------- ------------------ (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 reports 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 or portion thereof? X Yes ___ 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. - -------------------------------------------------------------------------------- Shared Technologies Cellular 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 May 17, 1999 By /s/ Vincent DiVincenzo --------------------------- ---------------------------------------- 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 persons 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). GENERAL INSTRUCTION 1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549 in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amendment notification. 5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter). 3 Securities and Exchange Commission Washington, D.C. May 17, 1999 Re: Shared Technologies Cellular, Inc. Form 12b-25 Notification of Late Filing Part IV - Other Information, Item (3) For the three-month period ended March 31, 1999, Shared Technologies Cellular, Inc. ("STC" or the "Company") had revenues of $5,621,000, compared to $4,927,000 for the three-month period ended March 31, 1998. The net loss for 1999 was $4,491,000, compared to a net loss of $833,000 for 1998. This significant change in the results of operations from the corresponding period in the prior year was due to several factors. In the fourth quarter of 1998 the Company terminated its relationship with and filed a lawsuit against SmarTalk TeleServices, Inc. ("SmarTalk"). SmarTalk was the Company's main distributor of its end-user debit program being marketed under the Company's CellEase brand name. Prior to the termination of the SmarTalk relationship, the Company was anticipating significant revenue growth. As a result, the Company made significant investments with carriers for additional lines and invested in the expansion of its debit services corporate support. In January 1999, the Company signed a letter of intent with MCI WorldCom for the retail distribution of the Company's prepaid cellular service. As a result, the Company made the decision to maintain many of its existing lines with carriers, and maintain most of its debit services corporate support, in anticipation of the launch of the MCI WorldCom program in the second quarter of 1999. The Company also incurred additional corporate overhead following the March 1998 acquisition of Shared Technologies Fairchild Inc. ("STFI") by Intermedia Communication, Inc. STFI, the former parent of the Company, had provided certain support and management services to the Company under a management agreement. -----END PRIVACY-ENHANCED MESSAGE-----