<PAGE>
OMB APPROVAL
OMB Number: 3235-0058
Estimated average burden
hours per response....2.50
SEC FILE NUMBER
0-28728
CUSIP NUMBER
641 142 104
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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: 3/31/98
---------------------
[ ] 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 instruction (on back page) 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 notification relates:
- -------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
- -------------------------------------------------------------------------------
Full name of registrant: NetLive Communications, Inc.
- -------------------------------------------------------------------------------
Former name if applicable:
- -------------------------------------------------------------------------------
Address of Principal Executive Office
(Street and Number): 584 Broadway
City, State and Zip Code: New York, NY 10012
- -------------------------------------------------------------------------------
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 box if appropriate)
(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 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, 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.)
Due to the considerable legal and business efforts required to complete the
planned transaction with Newton Grace Pty. Limited and other parties (as
described more fully in the attached press release) and the lack of resources
arising from the Registrant's termination of all but two full-time employes,
the Registrant was unable to file its Form 10-KSB within the prescribed
period without unreasonable effort or expense.
<PAGE>
- -------------------------------------------------------------------------------
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Andrew Schwartz 303 355-0822
- -------------------------------------------------------------------------------
(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?
[ ] 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.
- -------------------------------------------------------------------------------
NetLive Communications, 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: 6/29/98 By: /s/ Andrew Schwartz
------------------- ---------------------------
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 (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 amendements 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.
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 or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
<PAGE>
NETLIVE COMMUNICATIONS, INC. SIGNS DEFINITIVE
---------------------------------------------
STOCK PURCHASE AND REORGANIZATION AGREEMENT
-------------------------------------------
NEW YORK, NEW YORK, June 23, 1998--NetLive Communications, Inc. (NASDAQ:
NETL, NETLW) announced today that it has entered into a Stock Purchase and
Reorganization Agreement with Newton Grace Pty. Limited, which conducts
business under the name Linda Electric Industries, and various other parties.
Newton Grace designs, manufactures and sells household electric goods in
Australia.
Michael Kharitonov, NetLive's Chairman, CEO and President, said, "Newton
Grace's track record of solid sales and earnings, along with its excellent
prospects for growth, present an attractive new direction for the company."
Geoffrey Player, the Executive Chairman of Newton Grace, stated: "Our
dominance in the Australian electric blanket market and our nationally-
recognized trade name in Australia have been two factors driving our
steady profits and sales. Based on a (U.S.) $0.60 to (AUD) $1.00 exchange
rate, for the past fiscal year Newton Grace reported an after tax net income
of (U.S.) $2 million on (U.S.) $12 million in sales. The combination with
NetLive shold help our company realize its plans for growth."
Under the terms of the proposed transaction, the stockholders of Newton
Grace and other individuals and entities would acquire newly-issued NetLive
common stock equal to approximately 89% of the company's common stock, on
a post-purchase basis, The
<PAGE>
purchasers would also acquire newly-issued preferred stock convertible into
common stock, provided the combined company meets various earnings targets.
Assuming all of the preferred stock is converted, the purchasers would own
90% of the company's common stock, on a post-conversion basis. The precise
number of shares issued is subject to adjustment based upon certain
contingencies.
NetLive will use the funds invested by the purchasers to acquire substantially
all of the operating assets of Newton Grace. Thereafter, NetLive will change
its name, and Newton Grace' management will take control and conduct the
business of the combined entities.
The closing of the proposed transaction is subject to, among other things,
both companies completing their due diligence, the negotiation and execution
of certain agreements, and NetLive obtaining stockholder and regulatory
approvals.
Contact:
- --------
Andrew Schwartz
NetLive Communications, Inc.
(303) 355-0822
