UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER 0-28034
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: June 30, 1999
|_| 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: N/A
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: CardioTech International, Inc.
Former name if applicable
N/A
Address of principal executive office (Street and number)
78-E Olympia Avenue
City, State and Zip Code: Woburn, Massachusetts 01801-2057
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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 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;
|X| (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 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-QSB, 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.
<PAGE>
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 or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Registrant has recently completed the acquisition of Tyndale Plains
Hunter, Ltd. ("TPH"), as disclosed in the Registrant's Current Report on Form
8-K dated July 30, 1999. In connection with the filing of the Registrant's
quarterly report on Form 10-QSB for the three month period ended June 30, 1999,
the Registrant is required to consolidate the balance sheet of TPH as of June
30, 1999. Given the proximity of the time between the closing of this
acquisition and the filing date of its quarterly report, the Registrant's
accounting department requires additional time to accumulate and review the TPH
financial information to complete the consolidation process and cannot, without
unreasonable effort and expense, file its Form 10-QSB on or prior to the
prescribed filing date of August 16, 1999. The Registrant expects to obtain all
required data within the next several days and as a result expects to file the
Form 10-QSB within five days after the filing deadline.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Pam McCarthy 781 933-4772
(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 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 Registrant anticipates reporting a net loss of approximately $994,000
for the three months ended June 30, 1999, as compared to a net loss of $429,000
for the corresponding prior year period. The increase in net loss is primarily a
result of increases in the Registrant's research and development efforts in
performing clinical trials and sales and marketing costs associated with the
planned introduction of the Registrant's vascular access graft product in the
European marketplace. A more detailed discussion of results of operations will
be included in the Management's Discussion and Analysis of Financial Condition
and Results of Operations in the Form 10-QSB to be filed.
<PAGE>
CardioTech International, 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: August 14, 1999 By: /s/ Michael Szycher
------------------------------
Michael Szycher
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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 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 the 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 amended notification.
