UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
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FORM 12B-25
SEC FILE NUMBER
0-8632
NOTIFICATION OF LATE FILING ------------------------
CUSIP NUMBER
534900 40 1
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(Check one): X Form 10-K Form 11-K Form 20-F Form 10-Q Form N-SAR
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For Period Ended: September 30, 1998
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Read Instructions (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:
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PART I -- REGISTRANT INFORMATION
Medical Dynamics, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
99 Inverness Drive East
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Address of Principal Executive Officer (Street and Number)
Englewood, CO 80112
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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, 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 or semi-annual report/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.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F, 10-Q
or N-SAR or portion thereof, could not be filed within the prescribed time
period.
(Letter from Hein + Associates, LLP)
HEIN + ASSOCIATES LLP
December 24, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Medical Dynamics
Gentlemen:
We confirm that the 1998 audit of Medical Dynamics, Inc. is not yet completed
and cannot be completed by the required filing date of December 29, 1998 without
unreasonable cost and effort, due to the recent resolution of certain accounting
comments by the SEC staff.
Sincerely,
/s/ Hein + Associates LLP
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Hein + Associates LLP
(End of letter from Hein + Associates, LLP)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification
Van A. Horsley 303 790-2990
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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 reports) been filed? If answer is
no, identify report(s). X yes no
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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 anticipates that its net loss for fiscal 1998 will be
approximately $2,500,000 (based on total sales of approximately $7,885,000) as
compared to the fiscal 1997 net loss of approximately $1,500,000 (based on total
sales of approximately $982,000). The Registrant's sales increased significantly
due to its acquisition of three previously unrelated businesses during the 1998
fiscal year - Computer Age Dentist, Inc. (October 1997), Information
Presentation Systems, Inc. (February 1998), and Command Dental Systems (April
1998). These acquisitions resulted in the Registrant emphasizing its dental
products segment (software, hardware, support, training, and installation),
resulting in its medical products segment (primarily hardware) becoming much
less significant. As a result of the significantly increased sales, the
Registrant recognized a gross profit of approximately $3,830,000 for fiscal year
1998 as compared to a gross loss of $(305,500) during the 1997 fiscal year.
The principal reason that the 1998 net loss resulted from the significant
gross profit during 1998 is due to selling, general and administrative costs
("SG&A) incurred during 1998; SG&A increased to approximately $6,041,000 in
fiscal 1998 as compared to $998,100 incurred during the 1997 fiscal year. The
principal reason for such significant increase in SG&A during the 1998 fiscal
year were the costs of acquiring Computer Age Dentist, Inc., Information
Presentation Systems, Inc., and command Dental Systems and integrating those
three unaffiliated companies and their revenue and expense streams into the
Registrant. These acquisitions also resulted in significantly increased
depreciation and amortization expenses as well. The Registrant's interest
expense of $305,000 during fiscal 1998 was another significant factor resulting
in the Registrant's net loss during the 1998 fiscal year despite its gross
profit.
Medical Dynamics, 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
hereunto duly authorized.
Date: December 28, 1998 By: /s/ Van A. Horsley
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Van A. Horsley
President
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.
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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 Commissions 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 notification 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 amendment notification.
