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SEC FILE NUMBER
0-23396
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-QSB |_| Form N-SAR
For Period Ended: September 30, 1998
[ ] 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:
---------------------------
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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.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Pacific Biometrics, Inc.
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Full Name of Registrant
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Former Name if Applicable
25651 Atlantic Ocean Drive
Suite A-1
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Address of Principal Executive Office (Street and Number)
Lake Forest, CA 92630
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City, State and Zip Code
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)
|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, or semi-annual report,
transition report on Form 10-K, Form 20-F,
Form 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.
| |
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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)
The Company was delayed in preparation of its Quarterly Report on Form
10-QSB due to reductions in administrative and accounting staff.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Neil S. Belloff, Esq. (212) 969-3208
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(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 reports)
been filed? If answer is no, identify report(s).
|X| Yes |_| No
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(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. See Attachment
"A".
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Pacific Biometrics, 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.
Date: November 16, 1998 By: /s/ Peter B. Ludlum
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Peter B. Ludlum
Chief Financial 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.
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (see 18 U.S.C. 1001).
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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 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.
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ATTACHMENT "A"
PACIFIC BIOMETRICS, INC.
(a company in the development stage)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Month Periods Ended September 30, 1998
and 1997, and For the Period from Inception (December
1992) to September 30, 1998
(unaudited)
<TABLE>
<CAPTION>
Three Month Period For the Period
Ended September 30, from Inception
------------------------------------ (December 1992) to
1998 1997 September 30, 1998
---- ---- -------------------
<S> <C> <C> <C>
Revenues $ 306,954 $ 638,347 $ 7,841,197
------------ ------------ ------------
Operating expenses:
Laboratory expense and cost of goods sold 316,948 394,680 5,990,308
Research and product development 509,841 462,234 5,148,506
Selling, general and administrative 579,389 439,785 6,721,939
Purchased in-process research and development 0 0 6,373,884
Amortization of intangible assets 200,452 15,625 1,223,474
------------ ------------ ------------
Total operating expenses 1,606,630 1,312,324 25,458,111
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Operating loss (1,299,676) (673,977) (17,616,914)
------------ ------------ ------------
Other income (expense):
Interest expense (69,859) (13,474) (463,640)
Interest income 12,201 63,406 303,665
Grant and other income 965 164 74,073
------------ ------------ ------------
(56,693) 50,096 (85,902)
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Net loss $(1,356,369) $ (623,881) $(17,702,816)
------------ ------------ ------------
------------ ------------ ------------
Basic and diluted loss per share $ (0.38) $ (0.17) $ (11.25)
------------ ------------ ------------
------------ ------------ ------------
Number of shares used in per-share calculation 3,709,671 3,705,522 1,757,380
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
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Results of Operations:
Comparison of the three month periods ending September 30, 1998 and 1997:
<TABLE>
<CAPTION>
Rounded to Nearest Three
Thousand Dollars Months
------------------ ------
Revenues:
<S> <C> <C>
Ending 9/30/98 $ 307 Revenues for both quarters are almost entirely comprised of
Ending 9/30/97 $ 638 laboratory service revenue. Revenues were higher for the quarter
Dollar variance $(331) ended 9/30/97 due to work performed on a large contract that was
Percent variance (52)% not replaced.
<CAPTION>
Laboratory expenses and cost of goods sold:
<S> <C> <C>
Ending 9/30/98 $ 317 The decrease is related directly to the lower level of laboratory
Ending 9/30/97 $ 395 service revenues.
Dollar variance $(78)
Percent variance (20)%
<CAPTION>
Research and product development:
<S> <C> <C>
Ending 9/30/98 $ 510 The increase is related to the Company's funding of continuing
Ending 9/30/97 $ 462 research related to development of technology license
Dollar variance $ 48 opportunities, product development and support of product
Percent variance 10% introduction in Europe.
<CAPTION>
Selling, general and administration expenses:
<S> <C> <C>
Ending 9/30/98 $ 579 The increase is primarily due to increased legal and accounting fees
Ending 9/30/97 $ 440 and increased severance costs as a result of reductions in staff
Dollar variance $ 139 during this period.
Percent variance 32%
<CAPTION>
Amortization of intangible assets:
<S> <C> <C>
Ending 9/30/98 $ 200 The increase is due to the inclusion of non-cash amortization of the
Ending 9/30/97 $ 16 Sudormed license.
Dollar variance $ 184
Percent variance 1150%
<CAPTION>
Total other income (expense):
<S> <C> <C>
Ending 9/30/98 $ (57) The additional net expense is due to both the inclusion of imputed
Ending 9/30/97 $ 50 interest on the Sudormed license obligation and on a decline in
Dollar variance $ (107) interest income.
Percent variance (214)%
<CAPTION>
Net income (loss):
<S> <C> <C>
Ending 9/30/98 $(1,356) The increased net loss is due to lower sales, inclusion of imputed
Ending 9/30/97 $ (624) interest, lower interest income, higher research and development and
Dollar variance $ (732) selling, general and administrative costs, partially offset by reductions
Percent variance (117)% in staff.
</TABLE>
