<PAGE> 1
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: June 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 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:
- -------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
Noise Cancellation Technologies, Inc.
- -------------------------------------------------------------------------------
Full Name of Registrant
- -------------------------------------------------------------------------------
Former Name if Applicable
1025 West Nursery Road Suite 120
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Linthicum, Maryland 21090
- -------------------------------------------------------------------------------
City, State and Zip Code
<PAGE> 2
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.
SEC 1344 (11-91)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen J. Fogarty (410) 636-8700
- -------------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
Noise Cancellation Technologies, Inc.
(Noise of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 15, 1996 By /s/Stephen J. Fogarty
-------------------------
Stephen J. Fogarty,
Senior Vice President and
Chief Financial Officer
1
<PAGE> 3
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).
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.
2
<PAGE> 4
EXHIBIT A
NOISE CANCELLATION TECHNOLOGIES, INC.
COMMISSION FILE NO. 0-18267
FORM 12b-25
PART III
On August 13, 1996, the registrant completed a transaction that has a
material effect on the financial condition of the registrant. The transaction
has provided the registrant with an additional $3.45 million in cash. However,
confirmation of the receipt of funds on August 13, 1996, was not received by
the registrant until August 14, 1996. Management's Discussion and Analysis of
Financial Condition to be contained in registrant's Form 10Q has been impacted
by the outcome of this transaction. Because of the timing of the transition
and the lead-time for electronic filing of Form 10Q, the registrant is unable
to file Form 10-Q on August 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 six months ended June 30, 1996,
including technology licensing fees, product sales and engineering and
development services was $2.0 million, a decrease of $3.4 million or 63% over
the same period last year. The registrant expects to report a net loss of $3.9
million for the first six months of 1996, compared to a net loss of $2.5
million for the same period in 1995, of which $1.7 million net loss is
related to the second quarter of 1996, and total revenue for the second quarter
of 1996 of $1.3 million compared to $1.4 million for the second quarter of
l995, a decrease of $0.l million. The registrant also expects to report that
total expenses had decreased by $1.9 million or 24% for the first six months of
1996, reflecting the continuing results of the cost reduction plan adopted in
December 1994.
3
