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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
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<S> <C>
(CHECK ONE): /X/FORM 10-K / / FORM 20-F / / FORM 11-K / / FORM 10-Q / / FORM N-SAR
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For Period Ended: December 31, 1995
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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: _____________________________________
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
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)
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(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
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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 April 1, 1996 By /s/Stephen J. Fogarty
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Stephen J. Fogarty,
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 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.
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EXHIBIT A
NOISE CANCELLATION TECHNOLOGIES, INC.
COMMISSION FILE NO. 0-18267
FORM 12b-25
PART III
The registrant completed one transaction on March 28, 1996 and is in the process
of finalizing another transaction that, if completed, will have a material
effect on the financial condition of the registrant. On March 28, 1996 the
registrant received approximately $0.7 million in cash from the private
placement of 2,000,000 shares of common stock. The transaction still in
negotiations, if completed, is expected to provide the registrant with
additional liquidity. Management's Discussion and Analysis of Financial
Condition to be contained in registrant's Form 10K could be impacted by the
outcome of these negotiations. Because of the ongoing negotiations, the
registrant is unable to file Form 10K on April 1, 1996.
PART IV(3)
The registrant expects to report in the Form 10K to which this notification
relates that its total revenues for the twelve months ended December 31, 1995,
including technology licensing fees, product sales and engineering and
development services was $10.5 million, an increase of $3.4 million or 47% over
the last year. The registrant expects to report a net loss of $4.1 million for
1995, of which $0.7 million net income is related to the fourth quarter of
1995, compared to a net loss of $21.9 million for 1994, of which $7.4 million
net loss related to the fourth quarter, and total revenue for the fourth quarter
of 1995 of $4.0 million compared to $1.1 million total revenue for the fourth
quarter of 1994, an increase of $2.9 million, reflecting the previously
disclosed joint venture restructuring. The registrant also expects to report
that total expenses had decreased by $14.5 million or 50% for 1995, reflecting
the continuing results of the cost reduction plan adopted in December 1994.
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