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Commission File Number: 000-26763
FORM 12b-25
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
(Check One)
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: July 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: N/A
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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: N/A
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Part I - Registrant Information
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Full Name of Registrant: Net2Phone, Inc.
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Former name if applicable: N/A
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Address of Principal
Executive Office (Street and Number): 171 Main Street
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Hackensack, New Jersey 07601
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Part II - Rules 12b-25(b) and (c)
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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)
[X] (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 or Form 10-KSB, Form 20-F, Form 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 or
transition report on Form 10-Q or Form 10-QSB, 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
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State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q or 10-QSB, N-SAR or the transition report or portion thereof, could
not be filed within the prescribed time period.
The Registrant has devoted all of its attention and energy to the further
development of its business and accordingly is unable to file its Form 10-K for
the year ended July 31, 1999 within the prescribed time period without
unreasonable effort and expense.
Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Allen Weingarten (212) 468-8063
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 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
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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.
The Registrant had revenues of $12.0 million and incurred a net loss of
$3.5 million for the year ended July 31, 1998. The Registrant had revenues of
$33.3 million and a net loss of $24.7 million for the fiscal year ended July 31,
1999. The increase in the net loss for the year ended July 31, 1999 compared to
the fiscal year ended July 31, 1998 is attributable primarily to a $17.9 million
compensation charge related to the Registrant's issuance of stock options and a
more than threefold increase in the Registrant's selling and marketing expenses.
NET2PHONE, 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: October 29, 1999 /s/ Ilan M. Slasky
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Name: Ilan M. Slasky
Title: Chief Financial Officer
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