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SEC FILE NUMBER
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One:) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2000
[ ] 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 Instruction (on back page) 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:
PART I - REGISTRANT INFORMATION
Orion Technologies, Inc. ("Orion")
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Full Name of Registrant
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Former Name if Applicable
1800 Diagonal Road, Suite 500
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Address of Principal Executive Office (Street and Number)
Alexandria, Virginia 22314
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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)
(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, Form 20-F, 11-K or
[ ] 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
of 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Orion's Form 10-QSB could not be timely filed without unreasonable effort or
expense due to the inability of Orion to prepare consolidated financial
statements in a timely fashion.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Susan J. Thomas, Esquire (202) 624-7370
(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 report(s) been
filed? If answer is no, identify report(s). [ ] Yes [X] No
Orion's Form 8-K/A was due on May 7, 2000. Orion expects this report to
be filed on May 19, 2000.
(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.
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ORION TECHNOLOGIES, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 15, 2000 By: /s/
A. Frans Heideman, President
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of
this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
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Attachment to Form 12b-25
Part IV.
(3) Explanation of Anticipated Significant Changes in Financial Statements.
Orion anticipates that the Form 10-QSB will show significant changes in the
results of operations from the first quarter of 1999 due to changes in the lines
of business in which Orion and its subsidiaries are operating. Results for the
first quarter of 1999 consisted primarily of losses sustained by Orion's
subsidiary, Orion Technologies (Canada), Inc. ("Orion Canada"). Orion Canada was
engaged in the development of a global electronic commerce network for use by
financial institutions in the Southeast Asian markets. Due to the losses
sustained by Orion Canada's operations, Orion divested Orion Canada on June 15,
1999 in exchange for preferred stock of Orion Canada's purchaser and the
assumption of certain liabilities by the purchased. The earnings statement for
the first quarter of 2000 will include the results of operations of Orion's two
German subsidiaries, EZ Electronic Payment Systems (EZ Elektronische
Zahlungssysteme GmbH) ("EZ") and EPS Electronic Processing (EPS Elektronische
Processing Systems GmbH) ("EPS") which were acquired in July of 1999, as well as
the results of Globalinx Corporation, a wholly-owned subsidiary of Orion formed
in December 1999. During the first quarter of 2000, EZ and EPS were engaged in
the processing of electronic point of sale transactions. Globalinx was formed by
Orion in order to develop Orion's capabilities in providing a broad range of
telecommunications services. Due to the material changes in the lines of
business conducted by Orion and its subsidiaries during the first quarter of
1999, Orion anticipates that the results of operations on the Form 10-QSB will
reflect significant changes.
