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SEC FILE NUMBER
0-10832
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CUSIP NUMBER
053030102
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F |X| Form 10-Q [ ] Form N-SAR
For period Ended: March 31, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report of Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report of Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_____________________
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Read Instruction (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
AFP IMAGING CORPORATION
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Full name of Registrant
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Former Name if Applicable
250 CLEARBROOK ROAD
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Address of Principal Executive Office (Street and Number)
ELMSFORD, NY 10523
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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;
(b) [ ] The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, 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 of
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
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
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
10Q for the quarter ended March 31, 1999, within the prescribed time
period without unreasonable effort and expense. The Registrant is also
awaiting a written waiver from its senior lender for covenant
non-compliance. This senior lender has orally assured the Registrant that
such written waiver is forthcoming.
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Elise Nissen 914 592-6100
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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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(3) It is 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 reason
why a reasonable estimate of the results cannot be made.
The Registrant is investigating whether an impairment of the goodwill
acquired with the ProDen acquisition in December 1997 has occurred.
Management needs to perform the necessary calculations and reviews to
make a final determination of such amount and conditions. Such
determination will not be ready within the prescribed time to file its
Form 10Q for the period ended March 31, 1999.
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AFP IMAGING CORPORATION
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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 MAY 14, 1999 By ELISE NISSEN, CHIEF FINANCIAL OFFICER
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and tile 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
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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, 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 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 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.
