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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 000-16061
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: June 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
For the Transition Period Ended:
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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 Criticare Systems, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
20925 Crossroads Circle
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City, state and zip code Waukesha, Wisconsin 53186
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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, 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
[X] (c) The accountant's statement or other exhibit required by Rule 13b-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.)
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One of registrant's wholly-owned subsidiaries, Criticare Inter-
national GmbH Marketing Services ("Criticare International") is
involved in litigation with certain of its former employees and is
also involved in bankruptcy proceedings. Repeated efforts have been
made to contact registrant's special German counsel who is handling
these matters to determine their status. However, German counsel did
not respond to repeated calls and letters until approximately 1:30
p.m. on September 29, 1997, and still has not provided a response to
an audit letter request from registrant's independent accountant.
Consequently, the registrant is unable to complete Form 10-K on a
timely basis and the registrant's independent accountant is not in a
position to issue its reports and related consent letter.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard J. Osowski (414) 798-8282
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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 the 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.
The registrant anticipates that it will formally report a net loss for
the year ended June 30, 1997 of $2,179,489 compared to a net loss of
$4,330,989 for the year ended June 30, 1996. For the quarter ended
June 30, 1997, the registrant anticipates reporting a net loss of
$1,649,000 compared to a net loss of $1,802,000 for the quarter ended
June 30, 1996. Included in the 1997 annual and fourth quarter
net loss amounts are one-time charges of $418,000 for a judgment
against and the liquidation of Criticare International and a $300,000
write-off of an investment in Intercare Technologies, Inc. The
registrant previously announced these earnings results in its earnings
release dated August 21, 1997.
Criticare Systems, 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
thereunto duly authorized.
Date September 29, 1997 By /s/ Richard J. Osowski
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Richard J. Osowski, Senior Vice President-Finance
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DELOITTE & TOUCHE LLP
September 29, 1997
Criticare Systems, Inc.
20925 Crossroads Circle
Waukesha, WI 53186
Ladies and Gentlemen:
We have read the explanation of the reasons for filing a notification
of late filing for the Form 10-K for the year ending June 30, 1997 for
Criticare Systems, Inc. contained in Part III of the Form 12b-25 to be filed
with the Securities and Exchange Commission on September 30, 1997 and agree
with the statements made therein.
Yours truly,
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
