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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 000-21001
NOTIFICATION OF LATE FILING
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<S> <C> <C> <C> <C>
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
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For Period Ended: December 31, 1998
[ ] 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:
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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: Nitinol Medical Technologies, Inc.
Former name if applicable: Not applicable.
Address of principal executive office (Street and number): 27 Wormwood Street
City, state and zip code: Boston, Massachusetts 02210
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, 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
[X] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
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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 portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
As the result of accounting issues relating to the Registrant's
investment in Image Technologies Corporation and the Registrant's acquisition of
the neurosurgical instruments business of Elekta AB, the Registrant and its
accountants were unable to finalize the audited financial statements until March
31, 1999. The Registrant anticipates that it will transmit the filing to the
Commission on or about April 2, 1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
William Knight (Chief Financial Officer), 617-737-0930
(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 completed the acquisition of the neurosurgical
instruments business of Elekta AB in July 1998. As a result of the acquisition,
the Registrant's results of operations have been changed significantly, as
previously reported in the Registrant's Form 10-Q for the quarter ended
September 30, 1998.
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Nitinol Medical Technologies, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: March 31, 1999 By: /s/ William Knight
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Name: William Knight
Title: Chief Financial Officer
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Exhibit A
Boston, Massachusetts
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, we inform you that we have been
furnished a copy of Form 12b-25 to be filed by Nitinol Medical Technologies,
Inc. on or about March 31, 1999, which contains notification of the Registrant's
inability to file its Form 10-K by March 31, 1999. We have read the Registrant's
statements contained in Part III therein, and we agree with the stated reasons
as to why we have been unable to complete our audit and report on the
consolidated financial statements for the year ended December 31, 1998, to be
included in Form 10-K.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
