<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-11868
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/ Form 10-KSB / / Form 20-F / / Form 11-K / / Form 10-Q
/ / Form N-SAR
For Period Ended: November 30, 1996
-------------------------
[ ] 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
CARDIODYNAMICS INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
6155 CORNERSTONE COURT EAST, SUITE 125
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
SAN DIEGO, CA 92121
- --------------------------------------------------------------------------------
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)
/X/ (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 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 Form 10-K, 20-F, 11-K, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
<PAGE>
THE ISSUER'S FINANCIAL PERSONNEL HAVE BEEN OVERBURDENED DEALING WITH A
$7,000,000 COMMON STOCK PRIVATE PLACEMENT, A NASDAQ SMALLCAP MARKET LISTING
APPLICATION, AND THE RECOMMENCEMENT OF VENDOR RELATIONSHIPS UPON FDA PRE-
MARKETING CLEARANCE FOR THE BIOZ-TM- SYSTEM, THE ISSUER'S PRIMARY PRODUCT.
THE FINANCIAL PERSONNEL, FEW IN NUMBER, CANNOT TIMELY COMPLETE THE FORM 10-
KSB IN VIEW OF THE EXTRAORDINARY DEMANDS PLACED ON THEM IN JANUARY AND
FEBRUARY 1997.
IN ADDITION, THE $7,000,000 COMMON STOCK PRIVATE PLACEMENT IS EXPECTED
TO CLOSE IN LATE FEBRUARY. IF IT CLOSES, THE ISSUER'S AUDITORS WILL NOTE
THE SUBSEQUENT EVENT AND REMOVE FROM THEIR AUDIT REPORT THE GOING-CONCERN
QUALIFICATION WHICH MAY OTHERWISE BE REQUIRED. IT IS IN THE ISSUER'S
INTEREST NOT TO, SOLELY AS A RESULT OF FILING FORM 10-KSB A FEW DAYS
PREMATURELY, MISLEAD INVESTORS BY PUBLICLY DISCLOSING A GOING-CONCERN
QUALIFICATION WHEN, IN ACTUAL FACT, A PRIVATE PLACEMENT CLOSING WOULD
OBVIATE THE QUALIFICATION BY PROVIDING AMPLE FUNDS.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
STEPHEN P. LOOMIS (619) 535-0202
----------------------------------- ----------- ------------------
(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? / / Yes /X/ 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.
- --------------------------------------------------------------------------------
CARDIODYNAMICS INTERNATIONAL 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 FEBRUARY 14, 1997 By /s/ STEPHEN P. LOOMIS
--------------------------- ------------------------------------
STEPHEN P. LOOMIS,
VICE PRESIDENT FINANCE
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)
- --------------------------------------------------------------------------------
