UNITED STATES
SEC FILE NUMBER
0-13117
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
CUSIP NUMBER
594915 20 9
(Check One): X Form 10-KSB Form 20-F Form 11-K Form 10-QSB
Form N-SAR
For Period Ended: March 31, 1999
-------------------------------------------------------
[ ] 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
[ ] 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
Ion Networks, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
MicroFrame, Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable
21 Meridian Road
- --------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
Edison, New Jersey 08820
- --------------------------------------------------------------------------------
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;
[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 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
12-b-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 be filed within
the prescribed time period.
SEE ATTACHMENT A
<PAGE>
PART IV -- OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification
Stephen B. Gray 732 494-4440
--------------- ----------- --------------------
(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 [X] YES [ ] No is no, identify report(s)
-----------------------------------------------------------------------
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 results cannot be made.
SEE ATTACHMENT B
- --------------------------------------------------------------------------------
ION NETWORKS, 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 June 29, 1999 By: /s/ Stephen B. Gray
---------------------------------------
Stephen B. Gray, Chief Executive Officer
<PAGE>
ATTACHMENT A
PART III - NARRATIVE
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended March
31, 1999 (the "Annual Report") could not be filed within the prescribed time
period since the Registrant, which is a small company with limited resources and
a small accounting staff, has not finalized all of its acquisition accounting
matters in connection with several recent previously reported acquisitions. In
addition, the Registrant is presently seeking, but does not currently have the
services of, a full-time Chief Financial Officer or person performing similar
functions. As a result, a substantial portion of the Annual Report, including
the financial statements of the Registrant for the fiscal year ended March 31,
1999 and the notes thereto, have not yet been completed.
<PAGE>
ATTACHMENT B
PART IV - OTHER INFORMATION
The Registrant anticipates reporting that the results of operations for the
fiscal year ended March 31, 1999 have substantially changed as compared with the
results of operations for the fiscal year ended March 31, 1998. Revenue for the
year ended March 31, 1999 is anticipated to be approximately $12.6 million as
compared with revenue of $10,218,000 for the fiscal year ended March 31, 1998,
and loss before taxes for the fiscal year ended March 31, 1999 is anticipated to
be approximately ($5.6 million), which includes a one-time acquisition-related
accounting charge relating to in-process research and development in connection
with the Registrant's completed acquisition of SolCom Systems Limited
(previously reported), as compared with income before taxes of $407,000 for the
fiscal year ended March 31, 1998.
