EVERCEL INC
NT 10-K, 2000-01-31
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                               SEC File # 0-24852

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING


      Form 10-K [X] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ] Form N-SAR

                       For Period Ended: October 31, 1999
                       [ ] 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: ________________________
- -----------------------------------------------------------------------------

         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:

Evercel, Inc.
- ------------------------------------------------------------------------------
Former Name if Applicable

- ------------------------------------------------------------------------------
Address of Principal Executive Office:

2 Lee Mac Avenue
Danbury, CT  06810




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;

 [X]     (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.

Because  this is the first  Form 10-K  filed by the  registrant  and  because of
certain operational  developments  occurring to the registrant's  business,  the
registrant is not able to file its Form 10-K within the prescribed time period.


                           PART IV - OTHER INFORMATION

          (1)  Name and telephone number of person to contact in regard to this
               notification:

               Richard A. Krantz, Esq. (203) 462-7505

          (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?

                                                        [ ]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.

                                     EVERCEL, 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: January 31, 2000                By:/s/ Gregory W. Schulte
                                            --------------------------
                                             Name:  Gregory W. Schulte
                                             Title: Controller



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