SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Commission File Number: 2-67918-NY
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [x] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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 Mikros Systems Corporation
Former name if applicable
Address of principal executive office (Street and number) 707 Alexander Road,
Suite 208
City, State and Zip Code Princeton, New Jersey 08540
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 12-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part II of this form could
not be eliminated effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 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 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 the Form 10-K, 11-K, 20-F,
11-K, 10-Q N-SAR, or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed).
Mikros Systems Corporation (the "Company") is unable to timely file its
Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1998,
(the Form 10-Q) without unreasonable effort or expense because management of
the Company has been utilizing much of its efforts in divesting its
Government related business and completing the yearend financial audit.
As such, the Form 10-K for the Year Ended December 31, 1997 has not yet
been filed. The Company expects to file its 10-K for the year ended December
as per Part II, Section (b) of Rule 12b-25.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Thomas J. Meaney, President, (609) 987-1513
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 and 15(d) of
the Securities and 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 a report(s) been
filed? If the answer is no, identify report(s).
[ ] Yes [X] 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
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.
Pleases see Exhibit A attached hereto and forming a part hereof.
Mikros Systems Corporation
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersign
thereunto duly authorized.
Date: November 12, 1998 By: /s/ Thomas J. Meaney Title: President
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly 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 of the General Rules and Regulations
under the Securities and 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 DC 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 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 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-Y.
EXHIBIT A
PART IV. Other Information
(2) Form 10(K) for the Year ended December 31, 1997, Form 10(Q) for the Quarters
ended March 31, 1998 and June 30, 1998.
(3) For the quarter ended September 30, 1998 the Company expects to report
it incurred a net operating loss of approximately $ 341,567. Combined with
estimated first and second quarter results, the Company expects to record a
year to date (unaudited) net operating loss of $963,637. The Company
believes the net operating loss is attributable to an overall reduction
of business volume, its continued investment in its commercial
technology and the recognition of final costs and revenues on a
government contract.
However, the Company has completed its divestiture of the defense contracts
as well as settled a significant portion of its accounts payable debt. As a
result of these two extraordinary items the Company expects its year to date
net income to be $450,981 (unaudited) as compared with a year to date income
of $31,235 as of September 30, 1998. Earnings per share is expected to be
$.03 as of September 30, 1998 as compared to $.01 for the year to date as of
September 30, 1997.
For the year ended Company expects to report that it incurred a net loss of
approximately $604,550, an increase of net income of $843,450 from a net
loss of $1,448,000 in the prior year. The Company believes the net loss is
attributable to contract research and development costs and continued
research and development expenses related to the Company's initiative with
respect of its commercial wireless technology.
