<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File No. 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, 1998
[ ] 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: Not Applicable
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: Not Applicable
Part I
Registrant Information
Full Name of Registrant: Criticare Systems, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office (Street and Number): 20925 Crossroads
Circle
City, State and Zip Code: Waukesha, WI 53186
<PAGE> 2
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 reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semiannual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth calendar
[X] day following the prescribed due date; or the subject [X]
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.)
The registrant could not file its annual report on Form 10-K for the
year ended June 30, 1998 on the prescribed filing date for the following
reasons:
The Company and its independent auditors have not been able to
compile and complete the audit of the financial data necessary to
complete the Company's financial statements by September 28, 1998, the
required filing date for the Company's annual report on Form 10-K,
without unreasonable effort and expense.
2
<PAGE> 3
Part IV
Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Joseph M. Siekierski, Vice President - Finance 414-798-8282
(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
The Company anticipates that it will formally report a net
loss for the year ended June 30, 1998 of $499,277 as compared to a net
loss of $2,179,489 for the year ended June 30, 1997. For the quarter
ended June 30, 1998, the Company anticipates reporting a net loss of
$807,524 as compared to a net loss of $1,649,086 for the quarter ended
June 30, 1997. Included in the net loss for the fiscal 1998 annual and
fourth quarter is a $900,000 charge for purchased research and
development related to the acquisition of certain patented technologies
in the fourth quarter of fiscal 1998. The registrant previously
announced these earnings results in its earnings release dated August
20, 1998.
Criticare Systems, Inc. has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated this 29th day of September, 1998.
CRITICARE SYSTEMS, INC.
BY /s/ Joseph M. Siekierski
--------------------------------------
Joseph M. Siekierski, Vice President-
Finance
3
