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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-13328
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NOTIFICATION OF LATE FILING
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(Check One) [X] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: November 30, 1997
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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For the Transition Period Ended:
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Read attached instruction sheet 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
Full name of registrant Sentex Sensing Technology, Inc.
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Former name if applicable
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Address of principal executive office (Street and number) 553 Broad Ave.
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City, state and zip code Ridgefield, New Jersey 07657
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PART II
RULE 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 appropriate box.)
[X] (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 or, Form N-SAR, or portion
thereof will be filed on or before the 15th 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 Form 10-K, 11-K,
20-F, 10-Q, N-SAR, or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
(SEE EXHIBIT A ATTACHED HERETO)
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JAMES G. FEW 216 687-9133
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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 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 that last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
See Attached Exhibit B [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.
Sentex Sensing Technologies Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date February 27, 1998 By /s/Robert S. Kendall
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Robert S. Kendall, Chief Executive 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 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 amendment 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 (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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EXHIBIT A
Sentex Sensing Technology, Inc.
Form 12b-25
March 2, 1998
The Company requires an additional 15 days to complete its Annual
Report on Form 10-KSB (the "Report"). The Report has not been completed due to a
confluence of the following factors: (i) The audit of a German subsidiary of the
Company has not been completed and (ii) Management has unexpectedly been
required to devoted a significant amount of time during the scheduled
preparatory period of the Report to (a) matters concerning the audit of the
German subsidiary and (b) integrating the Company with Monitek Technologies,
Inc., which it acquired on November 30, 1996.
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EXHIBIT B
There will be a significant difference in the revenues and the net results
reported for the year ended November 30, 1997 ("Fiscal 1997") and the results
reported on the Form 10-KSB for the year ended November 30, 1996 ("Fiscal
1996"), primarily as a result of the acquisition of Monitek Technologies, Inc.
("Monitek"). Monitek was acquired as of the close of business on November 30,
1996, and the results of its operations were not included in the Form 10-KSB
for Fiscal 1996 but will be included in the Form 10-KSB for Fiscal 1997.
The following is a Consolidated Statement of Operations showing the audited
Fiscal 1996 results and a reasonable estimate (unaudited) of the Fiscal 1997
results:
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Years Ended November 30, 1997 and 1996
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1997 1996
Unaudited Audited
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REVENUES
Net sales $ 7,440,305 $ 999,337
Interest and other income 93,573 179,090
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Total revenues 7,533,878 1,178,427
COST AND EXPENSES
Cost of Sales 3,491,479 417,483
Selling, general and administrative 5,113,442 1,402,660
Research and development 406,432 212,9O7
Interest expense 123,354 --
Foreign currency exchange loss 90,011 --
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Total costs and expenses 9,224,718 2,033,440
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LOSS BEFORE PROVISION FOR INCOME TAX
EXPENSE (1,690,840) (855,013)
PROVISION FOR INCOME TAX EXPENSE 26,322 --
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NET LOSS $ (1,717,162) $ (855,013)
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NET LOSS PER SHARE $ (0.03) $ (0.01)
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WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 67,264,248 67,264,248
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