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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-29037
CUSIP NUMBER
29088W103
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1999
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[ ] 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: ..............................................
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:
Form 10-K for the period ended December 31, 1999 in its entirety
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PART I - REGISTRANT INFORMATION
eMerge Interactive, Inc.
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Full Name of Registrant
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Former Name if Applicable
10315 102nd Terrace
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Address of Principal Executive Office (Street and Number)
Sebastian, Florida 32958
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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;
[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 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.
PART III - NARRATIVE
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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 period. (Attach Extra Sheets if Needed)
eMerge Interactive, Inc. encountered logistical difficulties in obtaining all
of the necessary director signatures prior to March 31, 2000 in connection with
the filing of the Form 10-K for the year ended December 31, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Michael Janney, eMerge Interactive, Inc. (561) 589-7331
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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. Revenue for the year ended December 31,
1999, was $43.8 million, up 2,343 percent from $1.8 million in 1998. The loss
from continuing operations and net loss for 1999 were $15.6 million, or $3.11
per share. This compares to a loss from continuing operations of $5.9 million,
or $1.36 per share, and a net loss of $7.8 million or $1.80 per share for 1998.
Revenue for the fourth quarter of 1999 was $25.4 million, up 3,609 percent
compared to $686,000 in the same period last year, and a 61 percent increase
over the third quarter of 1999. The loss from continuing operations for the
fourth quarter of 1999 was $4.9 million, or $1.48 per share. This compares to a
loss from continuing operations of $2.0 million, or $0.34 per share in the
fourth quarter of 1998. Net loss for the fourth quarter of 1999 was $4.9
million, or $1.48 per share, compared to a net loss of $2.2 million, or $0.37
per share, in the fourth quarter of 1998.
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eMerge Interactive, 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: March 31, 1999 By: /s/ Michael Janney
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Michael Janney,
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.
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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 the 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).
