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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: MARCH 31, 1999
/ / 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:___________________________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING ON THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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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 1 -- REGISTRANT INFORMATION
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Full Name of Registrant
PHOTOMATRIX, INC.
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Former Name of Applicable
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Address of Principal Executive Office (Street and Number)
1958 KELLOGG AVENUE
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City, State and Zip Code
CARLSBAD, CA 92008
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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)
/X/ (a) The reasons defined in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense.
/X/ (b) The subject matter 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 or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
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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, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Form 10-KSB for the fiscal year ended March 31, 1999, could not be filed
within the prescribed time period without unreasonable effort or expense as a
result of a combination of significant factors, including (1) a change in
accountants and accounting staff, (2) the successful negotiation and closing
of a sale of product rights and assets of Photomatrix Imaging, Inc. to
Scan-Optics, Inc., (3) the sale-and-leaseback of our facility located in
Carlsbad, California and (4) the refinancing of our credit facility.
As noted in the Photomatrix, Inc. Form 8-K dated February 22, 1999, KPMG LLP
resigned as the principal accountant of Photomatrix, Inc., and in the Form 8-K
dated May 26, 1999, BDO Seidman LLP was appointed to replace KPMG LLP. In
addition, as a result of the relocation of the Photomatrix corporate
headquarters from San Diego to Carlsbad, California in June 1998, the Company
has experienced a complete turnover of accounting staff, including its corporate
controller.
In January 1999, Photomatrix commenced discussions with Scan-Optics, Inc. with
regard to the sale of certain product rights and assets and the assumption of
certain liabilities of the Company's wholly-owned subsidiary, Photomatrix
Imaging, Inc. On March 12, 1999, we announced entering into a letter of intent
with Scan-Optics in connection with this transaction. After extensive due
diligence activities, on June 21, 1999 we announced completing this transaction.
In January 1999, we also began negotiations to sell and lease back our 40,000
square foot facility located at 1958 Kellogg Ave., Carlsbad, California. When
the initial prospective buyer was unable to obtain financing, we entered into
negotiations with another party. On June 3, 1999, we announced closing escrow on
this transaction.
As noted in the Photomatrix, Inc. Form 10-QSB as of and for the quarter and nine
months ended December 31, 1998, Photomatrix, Inc. was in default of all loan
covenants under a $2.1 million credit facility with its bank. On February 10,
1999, the bank agreed to forebear from taking adverse action, provided that
Photomatrix found an alternative lending source or otherwise paid off all debt
prior to May 15, 1999. We immediately began discussions with alternative
lenders, including two separate due diligence audits. Proceeds from the sale of
the scanner operations and the building were used to retire this credit
facility. On June 18, 1999, we also entered into a new credit facility with
a lending institution.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Roy Gayhart (760) 431-4999
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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
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(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.
Although the audit is currently in process and our books and records do
not yet reflect all year-end adjustments, we anticipate that Photomatrix
will report a net loss for the year ended March 31, 1999, including a
loss on sale of assets, which will be significantly greater than the net
loss reported for the year ended March 31, 1998. The anticipated increase
in net loss is primarily attributable to losses associated with
operations and sale of our scanner operations. As a result of the change
in the Company's accounting staff, and as the Scan-Optics transaction was
completed on June 21, 1999, all accounting entries have not yet been
finalized and approved.
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Photomatrix, 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 June 30, 1999 By /s/ Roy Gayhart
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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).
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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 O-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 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 (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 232.13(b) of this chapter).
