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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12b-25
Commission File Number 000-21001
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: March 31, 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: __________________________________________
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: NMT Medical, 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.)
(a) The reasons described in reasonable detail in Part III of this
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 be filed on or before the 15th calendar day
[X] 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.
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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.)
In connection with the disposition by the Registrant of certain assets
comprising its neurosciences division (the "Division") to various entities
associated with Integra LifeSciences Holdings Corporation (the "Sale"), the
Registrant and its accountants were unable to determine the nature and size of
various disposition related charges and adjustments, including the impact of
discontinued operations and gain or loss on the Sale, until approximately April
5, 2000 when the Registrant completed the Sale. Accordingly, the Registrant did
not have the necessary information to determine the gain or loss on the
discontinued operation in order to file a timely annual report on Form 10-K for
the year ended December 31 1999, as amended by Amendment No. 1 thereto on Form
10-K/A (the "Amendment") (together, the "Form 10-K"). The time and attention of
the Registrant's management spent in connection with the Form 10-K and various
closing and post-closing related activities associated with the Sale delayed the
preparation of its quarterly report on Form 10-Q for the quarterly period ended
March 31, 2000 (the "Form 10-Q"). In addition, the Registrant recently
experienced a change in management when Mr. Thomas M. Tully resigned from his
position as the President and Chief Executive Officer of the Registrant on April
8, 2000. The Registrant anticipates filing the Form 10-Q on or about May 22,
2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
William J. 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's operations will change significantly from the corresponding
period for the quarter ended March 31, 2000. In connection with the closing of
the Sale, the Registrant has treated the sale of the Division as a discontinued
operation in its 1999 financial statements and filed such financial statements
as part of its Form 10-K. Accordingly, the consolidated financial statements of
the Registrant will be restated to reflect the financial results of the Division
as a discontinued operation for the quarters ended March 31, 2000 and 1999.
However, for the reasons set forth in Part III above, the Registrant will not be
able to assemble and analyze, without unreasonable effort or expense, the
necessary information to file its Form 10-Q by May 15, 2000.
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NMT Medical, 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: May 12, 2000 By: /s/ William J. Knight
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Name: William J. Knight
Title: Chief Financial Officer
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