<PAGE> 1
-----------------------------
OMB APPROVAL
-----------------------------
OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
hours per response...... 2.50
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION --------------------
WASHINGTON, D.C. 20549 SEC FILE NUMBER
FORM 12b-25 --------------------
--------------------
NOTIFICATION OF LATE FILING CUSIP NUMBER
--------------------
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / Form N-SAR
For Period Ended 9/30/98
----------
[ ] 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
- --------------------------------------------------------------------------------
Full Name of Registrant
Caprius Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable
Advanced NMR Systems Inc.
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
46 Jonspin Road, Wilmington, MA 01887
- --------------------------------------------------------------------------------
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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not filed within the
prescribed time period
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
<PAGE> 2
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lisa DiMare 978 657-8876
- -------------------------------- ----------- ------------------
(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 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, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
- --------------------------------------------------------------------------------
Caprius 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 December 29, 1998 By Steven A. James, CFO
--------------------------------- ------------------------------------
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 MISSTATEMENT OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEC 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 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 12b-25 but need not
restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (sec.232.201 or sec.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(sec.232.13(b) of this chapter).
<PAGE> 3
[CAPRIUS LOGO]
CAPRIUS, INC.
46 Jonspin Road
Wilmington, MA 01887
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
PART III - NARRATIVE
On December 3, 1998, Caprius, Inc. (The "Company") announced that it had signed
a Letter of Intent ("LOI") to sell its breast MRI technology business and would
focus its business strategy on the acquisition and operations of comprehensive
breast care centers. On December 17, 1998, the Company announced that the LOI
had been terminated and further announced that it would continue to pursue the
sale of its technology and focus on the acquisition of breast care centers. The
Company is currently in discussions with parties on both strategies. The
Company also stated that unless a transaction is completed by the filing of the
10-K, the Company anticipates that it may receive a going concern on its
auditor's report for the year end 9/30/98 financial statements.
Consequently, the Company needs additional time to further and more
comprehensively define it's strategic plan in the 10-K.
PART IV - OTHER INFORMATION
Net loss for fiscal year 9/30/98 will be $17,518,703 versus a net loss for
9/30/97 of $9,674,772. The fiscal 1998 net loss includes two non-cash charges
of $7,097,566 for purchased research & development pursuant to the merger with
Advanced Mammography Systems, Inc. in November 1997 and $1,900,000 for the
write-down of intangibles related to the Company's rehabilitation business.