<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-24213
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 11-K Form 20-F X Form 10-QSB
--- --- --- ---
Form N-SAR
- ---
For Period Ended: June 30, 1999
-------------
/ / 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 CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
-----------------------------------------
Former name if applicable
- -------------------------------------------------------------------------------
Address of principal executive office (STREET AND NUMBER)
401 East Pratt Street, 28th Floor,
- --------------------------------------------------------------------------------
City, state and zip code Baltimore, Maryland 21202
------------------------------------------------------
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 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;
/X/ (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 report on Form 10-QSB for Chapman Capital Management Holdings, Inc.
was not able to be filed prior to the 5:30 p.m. cut off for filings on August
16, 1998 because the Company requires additional time and advice from its
outside counsel and auditors in connection with the preparation of the
disclosures required for the filing.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Erik J. Lichter, Esq. (410) 244-7694
- -------------------------------------------------------------------------------
(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.
For a discussion as to the changes in the Company's results of
operations from the three and six months ended June 30, 1999, please refer to
the "Financial Statements" (Item 1) and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (Item 2) contained in the
Company's Form 10-QSB for the relevant period.
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, 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 August 17, 1999 By /s/ NATHAN A. CHAPMAN, JR.
---------------------- -----------------------------------------
Nathan A. Chapman, Jr.
President
-2-
