SONICS & MATERIALS INC
NT 10-Q, 2000-11-15
SPECIAL INDUSTRY MACHINERY, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                  Commission File Number 0-20753

                           NOTIFICATION OF LATE FILING

      (Check One): |_| Form 10-K   |_| Form 11-K   |_| Form 20-F  |X| Form 10-Q
|_| Form N-SAR

      For Period Ended: September 30, 2000
                       ---------------------------------------------------------

|_| 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 the Transition Period Ended:
                                      ------------------------------------------

      Read attached instruction sheet before preparing form. Please print or
type.

      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 SONICS & MATERIALS, INC.
                        --------------------------------------------------------

Former name if applicable

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Address of principal executive office (Street and number)

53 Church Hill Road
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City, state and zip code   Newtown, Connecticut 06470
                         -------------------------------------------------------

                                     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.)

        |  (a)  The reasons described in reasonable detail in Part III of this
    X   |       form could not be eliminated without unreasonable effort
        |       or expense;
        |  (b)  The subject annual report, semi-annual report, transition report
        |       on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
    X   |       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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report
<PAGE>

portion thereof could not be filed within the prescribed time period. (Attach
extra sheets if needed.)

      Sonics & Materials, Inc. (the "Company") is unable to file the 10-Q
without unreasonable effort or expense because of the following reason:

1.    The Company was awaiting certain financial information from its overseas
      office.

                                     PART IV
                                OTHER INFORMATION

      (1) Name and telephone number of person to contact in regard to this
notification

         Lauren Soloff                      203            270-4600
--------------------------------------------------------------------------------
           (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 of 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 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. The Company expects to report a net loss
of approximately $91,711or $(.03) per share, for the first quarter of fiscal
year 2001, compared to net income of $93,804 or $.03 per share, for the first
quarter of fiscal year 2000.

                            SONICS & MATERIALS, 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: November 15, 2000              By /S/ ROBERT S. SOLOFF
                                        ----------------------------------------
                                        Robert S. Soloff
                                        Chairman and President


                                       2.



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