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SEC FILE NO. 0-18267
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 / / FORM 11-K /X/ FORM 10-Q
/ / FORM N-SAR
For Period Ended: September 30, 1996
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/ / 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:
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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.
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
Noise Cancellation Technologies, Inc.
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Full Name of Registrant
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Former Name if Applicable
1025 West Nursery Road Suite 120
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Address of Principal Executive Office (Street and Number)
Linthicum, Maryland 21090
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City, State and Zip Code
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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;
/X/ (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 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.
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. See Exhibit A.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen J. Fogarty (410) 636-8700
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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) 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, appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Exhibit A
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Noise Cancellation Technologies, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 15, 1996 By /s/Stephen J. Fogarty
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Stephen J. Fogarty,
Senior Vice President and
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 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
representatives authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
INTENATIONAL 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 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.
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EXHIBIT A
NOISE CANCELLATION TECHNOLOGIES, INC.
COMMISSION FILE NO. 0-18267
FORM 12b-25
PART III
The registrant is negotiating to finalize by November 19, 1996, a transaction
that would have a material effect on the financial condition of the registrant.
The pending transaction, if consummated, will provide the registrant with an
infusion of capital. Management's Discussion and Analysis of Financial
Condition to be contained in registrant's Form 10Q will be impacted by the
outcome of this pending transaction. Because of the timing of the pending
transaction and the lead-time for electronic filing of Form 10Q, the registrant
is unable to file Form 10Q on November 14, 1996.
PART IV(3)
The registrant expects to report in the Form 10Q to which this notification
relates that its total revenues for the nine months ended September 30, 1996,
including technology licensing fees, product sales and engineering and
development services was $2.5 million, a decrease of $4.0 million or 62% over
the same period last year. The registrant expects to report a net loss of $7.5
million for the first nine months of 1996, compared to a net loss of $4.8
million for the same period in 1995, of which $3.6 million net loss related to
the third quarter, and total revenue for the third quarter of 1996 of $0.5
million, compared to $1.1 million for the third quarter of 1995, a decrease of
$0.6 million. The registrant also expects to report that total expenses
decreased by $1.3 million or 11.5% for the first nine months of 1996,
reflecting the continuing results of the cost reduction plan adopted in
December 1994.
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