SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-8836
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: September 30, 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:
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:
PART I
REGISTRANT INFORMATION
Full Name of Registrant Starmet Corporation
Former Name if Applicable
Address of Principal Executive Office (Street and Number) 2229 Main Street
City, State and Zip Code Concord, Massachusetts 01742
PART II
RULE 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, Form 11-K or Form N-SAR, or portion
| thereof will be filed on or before the 15th 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.
<PAGE>
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
On September 14, 1999, the Registrant dismissed Arthur Andersen LLP
("AA") as its independent public accountants and appointed BDO Seidman, LLP
("BDO") as its new independent public accountants. In connection with BDO's
audit of the Registrant's financial statements for the year ended September 30,
1999, BDO required access to certain of the work papers prepared by AA in
connection with prior years' audits. The Registrant was unable to arrange for
BDO to have access to the AA work papers until December 20, 1999. As a result,
the completion of BDO's audit of the Registrant's financial statements was
delayed. Because of the necessity to involve management in the negotiations
regarding access to the AA work papers and the delay in receipt of the audited
financial information, the Registrant was not able to devote sufficient
management resources and did not have all the required information to timely
prepare and file its Annual Report on Form 10-K for the year ended September 30,
1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary Mattheson 978 369-5410
(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.
STARMET CORPORATION
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date By /s/ Gary Mattheson
Gary Mattheson, 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
-2-
<PAGE>
(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 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
-3-
<PAGE>
EXPLANATION OF ANTICIPATED CHANGE IN OPERATING RESULTS
As previously announced in the Registrant's press release dated December 2,
1999:
The Registrant finished fiscal 1999 with five consecutive profitable months. The
fourth quarter was the first profitable quarter in eighteen months. In the
quarter, the Registrant generated net income of $553,000 on revenues in excess
of $6.0 million, a profitability rate of 9.2%. Compared to the Registrant's last
profitable quarter, net income more than doubled on $4.7 million (44%) less in
sales, reflecting the Registrant's success in bringing its cost structure in
line with the current levels of revenue.
Compared to the third quarter of fiscal 1999, revenues increased by $387,000 and
net income improved by $1,371,000. The profit improvement for the quarter is
attributable in part to reduced direct and indirect manufacturing costs but more
significantly to reduced selling, general and administrative expenses. This is a
further reflection of the aggressive cost reductions, comprehensive
restructuring of the organization and spending curbs implemented by the
Registrant over the past year.
The Registrant generated net income of $553,000 for the fourth quarter, or $0.12
per share on average shares outstanding of 4,791,000. This compares with a net
loss of $817,000, or $0.17 per share for the third quarter. For the year, the
Registrant sustained a net loss of $2,442,000, or $0.51 per share. This compares
to a net loss of $19,031,000 for fiscal 1998, or $3.97 per share.
Despite the reported net loss, in fiscal year 1999 the Registrant generated
positive cash flow from operations, reduced trade accounts payable by $2.3
million, and paid down it's revolving line of credit by $1.0 million.
<TABLE>
<CAPTION>
FOURTH QUARTER ENDED TWELVE MONTHS ENDED
-------------------- -------------------
9/30/99 9/30/98 9/30/99 9/30/98
------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales $ 6,025,000 $ 8,625,000 $ 25,001,000 $ 34,823,000
Gross Profit $ 2,057,000 $(10,066,000) $ 5,704,000 $ (5,205,000)
Operating Income (Loss) $ 823,000 $(14,664,000) $ (933,000) $(17,762,000)
Net Income (Loss) $ 553,000 $(14,980,000) $ (2,442,000) $(19,031,000)
</TABLE>
<PAGE>
40 Broad Street, Suite 500
BDO Seidman, LLP Boston, Massachusetts 02109-4307
Accountants and Consultants Telephone: (617) 422-0700
Fax: (617) 422-0909
December 30, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Starmet Corporation (the "Registrant"). The
Registrant has stated in Part III of its filing on Form 12b-25 that it is unable
to timely file, without unreasonable effort or expense, its Annual Report on
Form 10-K for the year ended September 30, 1999 because our Firm has not yet
completed our audit of the financial statements of the Registrant for the year
ended September 30, 1999 and is therefore unable to furnish the required opinion
on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing because we did
not have access to the predecessor auditor's workpapers until recently and, as a
result, have not yet had sufficient time to complete the auditing procedures
which we consider necessary in the circumstances.
Very truly yours,
/s/ BDO Seidman, LLP
