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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-09428
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: December 31, 1998
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[ ] 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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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.
If the notification relates to a portion of the filing checked above,
identify item(s) to which the notification relates:
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Part I. Registrant Information
Full name of registrant SpectruMedix Corporation
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Former name if applicable
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Address of principal executive office (Street and number)
2124 Old Gatesburg Road
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City, State and Zip Code State College, Pennsylvania 16803
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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 appropriate box.)
[X] (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 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
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[ ] (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 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).
Effective January 28, 1999, Bernard Sonnenschein, treasurer and
secretary of SpectruMedix Corporation (the "Company"), resigned from his
positions with the Company. Mr. Sonnenschein was solely responsible for
completing the work related to the Company's financial and regulatory
reporting. His resignation was sudden and unexpected, and occurred midway
through the reporting compiling, preparation and drafting effort for the
Company's Quarterly Report on Form 10-QSB for the Fiscal quarter ended
December 31, 1998. The Company was therefore required on extremely short
notice to arrange with other employees of the Company, previously only
marginally involved in this work, as well as members of the Company's
professional team, to take over and distribute among themselves the duties
of Mr. Sonnenschein. Consequently, the Company will be unable to file its
Quarterly Report on Form 10-QSB within the proscribed period and hereby
requests an extension pursuant to Rule 12b-25 promulgated under the
Securities and Exchange Act of 1934, as amended, until March 1, 1999, a
date which is within 15 business days of the required filing date.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Karl Fazler (814) 867-7600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 13 and 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.
SpectruMedix Corporation
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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 12, 1999 By: /s/ Joseph K. Adlerstein
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Name: Joseph K. Adlerstein
Title: President and Chief Executive Officer
2.
