-----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, P0DMKoAp4iFjiExMaXEoFHhbAUuGo39/j7apLMpFmTQ1N1PDZxbBufzxrz6BY1fY LR+6WGqSWwsYOJo99iogQw== 0000950144-02-003415.txt : 20020415 0000950144-02-003415.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950144-02-003415 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMONE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21325 FILM NUMBER: 02599845 BUSINESS ADDRESS: STREET 1: 8305 NW 27TH ST STREET 2: STE 107 CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055938015 MAIL ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 FORMER COMPANY: FORMER CONFORMED NAME: MANSUR INDUSTRIES INC DATE OF NAME CHANGE: 19960717 NT 10-K 1 g74964ntnt10-k.txt SYSTEMONE TECHNOLOGIES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-21325 --------- NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: DECEMBER 31, 2001 -------------------------------------------------------- [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For 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 - -------------------------------------------------------------------------------- Full Name of Registrant: SYSTEMONE TECHNOLOGIES INC. -------------------------------------------------------- Former Name if Applicable: ------------------------------------------------------ Address of Principal Executive Office (Street and Number): 8305 N.W. 27TH STREET, SUITE 107 -------------------------------------------------------- City, State and Zip Code: MIAMI, FLORIDA 33122 ------------------------------------------------------- - -------------------------------------------------------------------------------- PART II - RULE 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 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, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or 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, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or portion thereof could not be filed within the prescribed time period. SEE ATTACHMENT HERETO 2 - -------------------------------------------------------------------------------- PART IV - OTHER INFORMATION - -------------------------------------------------------------------------------- (1) Name and telephone number of person to contact in regard to this notification: STEVEN M. HEALY (305) 593-8015 --------------------------- --------------- -------------------------- (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 the answer is no, identify the 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. SEE ATTACHMENT HERETO SYSTEMONE TECHNOLOGIES INC. - -------------------------------------------------------------------------------- (Name of Registrant as specified in charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 2, 2002 By: /s/ PAUL I. MANSUR --------------------------------------- Name: Paul I. Mansur Title: Chief Executive Officer 3 ATTACHMENT TO FORM 12b-25 FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2001 PART III - NARRATIVE For the fiscal year ended December 31, 2001, SystemOne Technologies Inc. (the "Company") dismissed KPMG, LLP as its auditors and retained in its place BDO Seidman, LLP, requiring the Company to obtain audit reports and consents from both firms in connection with the filing of the Annual Report on Form 10-KSB for such fiscal year. In the process of obtaining KPMG, LLP's report and consent with respect to the fiscal year ended December 31, 2000, to be included in such Form 10-KSB, such firm revaluated the classification of certain expenses related to the fiscal year ended December 31, 2000, and required the Company to reclassify such expenses as more fully described below, which determination was communicated to the Company immediately prior to the deadline for filing the Form 10-KSB thereby leaving the Company with insufficient time to process such reclassification and related disclosures. The reclassification involves reducing restructuring and other charges related to inventory write offs by approximately $660,000 and increasing cost of sales for the year ended December 31, 2000 by an equal amount with no net effect on operating loss or net loss. PART IV - OTHER INFORMATION (3) The Company anticipates that it will report a significant material change in its results of operations for the year ended December 31, 2001 as compared to its results of operations for the year ended December 31, 2000 as a result of the following. On November 14, 2000, the Company entered into a Marketing and Distribution Agreement as amended and restated as of March 8, 2001 (the "Exclusive Marketing Agreement"), with Safety-Kleen Systems, Inc., a wholly owned subsidiary of Safety-Kleen Corp. (collectively, "Safety-Kleen"). Under the Exclusive Marketing Agreement, Safety-Kleen was appointed the exclusive distributor of SystemOne(R) parts washer equipment in the United States, Puerto Rico, Canada and Mexico (the "Territory") and provides for minimum annual purchases escalating from 10,000 units during each of the first two years to 18,000 units during the fifth year at specified prices. In connection with the Exclusive Marketing Agreement, the Company restructured its operations beginning in November 2000 with a major emphasis on eliminating its national sales and service infrastructure resulting in a significant reduction in operating expenses. As a result of operating under the Exclusive Marketing Agreement and the related restructuring, the Company expects to report a profit from operations of $2,464,097 and a net loss attributable to common shares of $4,194,970 for 2001 as compared to a loss from operations of $17,462,582 and a net loss attributable to common shares of $21,999,545 for 2000. 4 -----END PRIVACY-ENHANCED MESSAGE-----