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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION Expires: June 30, 1991
Washington, D.C. 20549 Average estimated burden
hours per response......2.50
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FORM 12b-25 SEC FILE NUMBER
0-23396
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NOTIFICATION OF LATE FILING CUSIP NUMBER
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(Check One): / / Form 10-KSB / / Form 20-F / / Form 11-K
/X/ Form 10-QSB / / Form N-SAR
For Period Ended: December 31, 1998
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[ ] 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
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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.
(Attach Extra Sheets if Needed)
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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: February 16, 1999 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).
(Attach Extra Sheets if Needed)
SEC 1344(8-84)
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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.
(Attach Extra Sheets if Needed)
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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 December 31, 1998 and 1997,
and For the Period from Inception (December 1992) to December 31, 1998
(unaudited)
<TABLE>
<CAPTION>
For the Period
Three Month Period from Inception
Ended December 31, (December 1992) to
1998 1997 December 31, 1998
------------ ------------ -----------------
<S> <C> <C> <C>
Revenues $ 329,274 $ 871,290 $ 8,170,471
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Operating expenses:
Laboratory expense and cost of goods sold 267,109 732,635 6,257,417
Research and product development 242,922 549,806 5,391,427
Selling, general and administrative 534,523 522,501 7,256,462
Purchased in-process research and development 0 0 6,373,884
Amortization of intangible assets 200,452 15,625 1,423,926
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Total operating expenses 1,245,005 1,820,567 26,703,116
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Operating loss (915,730) (949,277) (18,532,644)
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Other income (expense):
Interest expense (66,095) (15,690) (529,735)
Interest income 10,716 18,051 314,380
Grant and other income 4,112 5,861 78,186
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(51,267) 8,222 (137,169)
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Net loss $ (966,998) $ (941,055) $(18,669,814)
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Basic and diluted loss per share $ (0.28) $ (0.25) $ (11.32)
============ ============ ============
Number of shares used in per-share calculation 3,709,671 3,706,424 1,837,260
============ ============ ============
</TABLE>
(Attach Extra Sheets if Needed)
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Results of Operations:
Comparison of the three and six month periods ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
Rounded to Nearest Three Six
Thousand Dollars Months Months
---------------- ------ ------
<S> <C> <C> <C>
REVENUES:
Ended 12/31/98 $ 329 $636 Revenues for both quarters are almost entirely
Ended 12/31/97 $ 871 $1,510 comprised of laboratory service revenue. Revenues
Dollar variance $(542) $ (873) were higher for the quarter ended 12/31/97 due to work
Percent variance (62)% (58)% performed on a large contract that was not replaced.
<CAPTION>
LABORATORY EXPENSES AND COST OF GOODS SOLD:
<S> <C> <C> <C>
Ended 12/31/98 $ 267 $ 584 The decrease is related directly to the decline in
Ended 12/31/97 $ 733 $ 1,127 revenues, partially offset by additions to capital
Dollar variance $(466) $ (543) equipment and relocation into a new facility.
Percent variance (64)% (48)%
<CAPTION>
RESEARCH AND PRODUCT DEVELOPMENT:
<S> <C> <C> <C>
Ended 12/31/98 $ 243 $ 753 The increase in the three-month periods is due to
Ended 12/31/97 $ 550 $ 1,012 curtailment of R&D programs. The lower costs in the
Dollar variance $(307) $ (259) six-month periods are partially offset by the accrual
Percent variance (56)% (26)% of severance costs.
<CAPTION>
SELLING, GENERAL AND ADMINISTRATION EXPENSES:
<S> <C> <C> <C>
Ended 12/31/98 $ 535 $1,114 The increase in expenses results primarily from
Ended 12/31/97 $ 523 $ 962 increased sales effort for laboratory operations and
Dollar variance $ 12 $152 higher legal and auditing costs.
Percent variance 2% 16%
<CAPTION>
AMORTIZATION OF INTANGIBLE ASSETS:
<S> <C> <C> <C>
Ended 12/31/98 $ 200 $ 401 The increase is due to the inclusion of non-cash
Ended 12/31/97 $ 16 $ 31 amortization of the Sudormed license.
Dollar variance $ 185 $370
Percent variance 1183% 1183%
<CAPTION>
TOTAL OTHER INCOME (EXPENSE):
<S> <C> <C> <C>
Ended 12/31/98 $ (51) $(108) The additional net expense is due to both the
Ended 12/31/97 $ 8 $ 58 inclusion of imputed interest on the Sudormed license
Dollar variance $(59) $(166) obligation and on a decline in interest income.
Percent variance (724)% (285)%
<CAPTION>
NET (LOSS):
<S> <C> <C> <C>
Ended 12/31/98 $(967) $(2,323) Decreased revenue and new amortization in the
Ended 12/31/97 $(941) $(1,565) three-month periods is offset by the decreases in
Dollar variance $(26) $(758) R&D. The decrease in revenue and increase in
Percent variance (3)% (48)% amortization exceeded the lower R&D for the six-month
period.
</TABLE>
(Attach Extra Sheets if Needed)
SEC 1344(8-84)
