C ME RUN CORP
NT 10-Q, 2000-08-14
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<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                         Commission File Number: 0-22042

                           NOTIFICATION OF LATE FILING

     (Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
                  [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR

                        For Period Ended: June 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:
   ===========================================================================
                   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: N/A
   ---------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION

CMERUN CORP.
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Full Name of Registrant

N/A
--------------------------------------------------------------------------------
Former Name if Applicable

One Cabot Road
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Address of Principal Executive
Office (Street and Number)

Hudson, MA  01749
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City, State and Zip Code

<PAGE>

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
         [X]                    following the prescribed report or due date;
                                or the subject quarterly 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 Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period. (Attach Extra
Sheets if Needed)

         The registrant is unable to file its report on Form 10-QSB for the
Quarter Ended June 30, 2000 within the required period because of an ongoing
review of a pending transaction with a party and consideration as to whether
or not that transaction will occur on the terms proposed or at all. The
registrant anticipates that the Quarterly Report on Form 10-QSB will be filed
on or before August 18, 2000.

PART IV - OTHER INFORMATION

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

                  GERRY MCGOVERN    978-567-6809
                  (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 reports) been filed? If answer is no,
identify report(s). [ ] Yes [X] No

             Report on Form 8-K for acquisition effective January 31, 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? [ ] 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.

<PAGE>

                                  CMERUN CORP.
--------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: August 14, 2000                            By: /s/ Gerald J. McGovern
                                                    ----------------------------
                                                 Name: Gerald J. McGovern
                                                 Title: 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

         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 (ss.232.201 or ss.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b)
of this chapter).



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