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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 000-27941
(CHECK ONE):/ /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N-SAR
For Period Ended: SEPTEMBER 30, 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:
NOT APPLICABLE
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PART I - REGISTRANT INFORMATION
NETGATEWAY, INC.
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Full Name of Registrant:
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Former Name if Applicable
754 E. TECHNOLOGY AVENUE
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Address of Principal Executive Office (STREET AND NUMBER):
OREM, UTAH 84097
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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
/X/ 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.
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PART III - NARRATIVE RESPONSE
State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period. (ATTACH EXTRA SHEETS IF NEEDED)
SEE ATTACHED SHEET.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
FRANK C. HEYMAN (801) 227-0004
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(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.
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NETGATEWAY, INC.
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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 November 14, 2000 By /s/ FRANK C. HEYMAN
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FRANK C. HEYMAN, CHIEF FINANCIAL OFFICER
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
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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ATTACHMENT
Part III Narrative Response
During the period covered by Registrant's quarterly report on Form
10-Q, the Registrant relocated its headquarters from Long Beach, California to
Orem, Utah and completed the integration of its recently acquired Galaxy
Enterprises, Inc. business with its other businesses. During this period, the
Registrant also appointed a new Chief Financial Officer and Controller and
employed a new and smaller accounting staff, which personnel are also
responsible for a number of the Registrant's financial functions, including the
preparation of all financial models and reports. During the past several weeks
this new financial staff has been involved, on a full time basis, in
familiarizing itself with the accounting systems, processes and procedures
historically utilized by Registrant. The Registrant's new financial staff has
also been required to familiarize themselves with the Registrant's historical
business and financial information so as to be able to present accurate and
consistent financial information. As a result, the Registrant has not be able to
timely prepare and review internally its Form 10-Q without unreasonable expense
or effort. Registrant's accounting personnel are currently preparing the Form
10-Q which is expected to be filed within the period specified under Rule 12b-25
for filing reports on Form 10-Q.
Part IV, Question (3): Narrative Response
See response to Part III above with respect to the acquisition of
Galaxy Enterprises, Inc.
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