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, 1997
/ / 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
Cy E. Hammond (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
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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, if 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 17, 1997 By: /s/ CY E. HAMMOND
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Cy E. Hammond
Senior Vice President,
Chief Financial Officer
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.
<PAGE>
Exhibit A
Noise Cancellation Technologies, Inc.
Commission File No. 0-18267
Form 12b-25
Part III
As of November 14, 1997, the registrant was in the process of concluding an
equity financing which will have a material effect on the financial condition of
the registrant. The subject financing will provide the registrant with
additional liquidity. Management's Discussion and Analysis of Financial
Condition to be contained in the registrant's Form 10-Q is significantly
impacted by the degree of completion of such equity financing. Because of the
nature of this transaction, and its impact on the liquidity of the registrant,
the registrant believes that this transaction and its impact on the registrant
must be disclosed in its Form 10-Q. Due to delays in confirmation of receipt of
certain subscription agreements for the purchase of the Company's Series C
Convertible Preferred Stock Offering (the "Offering"), the registrant was unable
to finalize the description of the Offering contained in the Form 10-Q or
finalize the pro forma balance sheet contained in a Form 8-K to be filed
simultaneously with the Form 10-Q in time to file Form 10-Q by 5:30 pm on
November 14, 1997. The Form 10-Q was filed at 5:36 pm on November 14, 1997,
which was too late to be considered as filed on that date.
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, 1997,
including technology licensing fees, product sales and engineering and
development services was $4.8 million, an increase of $2.3 million or 92% over
the same period last year. The registrant expects to report a net loss of $5.2
million for the nine months ended September 30, 1997, compared to a net loss of
$7.5 million for the same period last year. In 1997, $0.8 million of revenue is
related to the third quarter compared to $0.5 million total revenue for the
third quarter of 1996, an increase of $0.3 million or 60%. Of the loss for the
nine months ended September 30, 1997, $3.2 million net loss related to the third
quarter, compared to $3.6 million net loss related to the third quarter of 1996.
