SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 333-41545
----------
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ended:
--------------------------------------------------------
|_| 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:
------------------------------------------
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 the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant ebank.com, Inc.
--------------------------------------------------------
Former name if applicable
Southeast Commerce Holding Company
- --------------------------------------------------------------------------------
Address of principal executive office (Street and number)
2410 Paces Ferry Road
- --------------------------------------------------------------------------------
City, state and zip code Atlanta, Georgia 30339
-------------------------------------------------------
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 the 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
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
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.)
The company has been unable to properly complete certain accounting
matters and provide data requested by the company's independent accountants
within the prescribed time period. This information could not have been obtained
without unreasonable effort or expense to the company. The company will file its
Annual Report on Form 10-K for the year ended December 31, 1999 within 15 days
from March 30, 2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark D. Little (770) 805-6875
- --------------------------------------------------------------------------------
(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 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.
(See Attachment)
ebank.com, Inc.
---------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2000 By:/s/ Richard A. Parlontieri
-------------------------------- --------------------------
Richard A. Parlontieri
Chief Executive Officer
<PAGE>
Attachment to #3
We have incurred significant expenses, and consequently significant
operating losses, for the year ended December 31, 1999 in connection with our
efforts to become an Internet-based provider of and portal for financial
products and services for small businesses and retail customers. We also expect
to grow even more rapidly now that we have commenced our marketing and
advertising campaign and are beginning to implement our new strategy. As a
result, our operating expenses and net losses in 1999 significantly exceeded our
operating expenses and net losses for 1998. We are filing our current Annual
Report after March 30, 2000 because we have not completed our audit for the year
1999 with our accountants. Therefore, the financial figures for 1999 stated
below are only estimates.
We incurred a loss of approximately $(2.6 million), or $(1.77) per
share for the year ended December 31, 1999. We earned approximately $1.9 million
in net interest income and $280,000 in noninterest income for the year, but
these amounts were offset by noninterest expense of approximately $4.3 million,
and a provision for possible loan losses of approximately $500,000.
Our net loss for the year ended December 31, 1998 was $(1,041,000), or
$(1.48) per share. We earned net interest income of $467,000 for the period, but
this amount was offset by noninterest expense of $1,259,000, a provision for
possible loan losses of $165,000, and a loss on our Commerce Mortgage joint
venture of $88,000. Our net loss included approximately $503,000 in pre-opening
expenses we incurred in preparing the bank for opening. The pre-opening expenses
also included $85,000 in organizational costs we expensed due to a change in an
accounting principle for organizational costs. We had deferred these costs at
December 31, 1997. The loss also includes $646,000 in salaries and employee
benefit expenses, as we became fully staffed in early August 1998 for training
in preparation of the bank's opening on August 17, 1998.
