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SEC FILE NUMBER
1-9748
CUSIP NUMBER
026038 30 7
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1997
[ ] 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:__________________________________________
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:_________________________
PART I--REGISTRANT INFORMATION
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Full Name of Registrant: American Film Technologies, Inc.
Former Name if Applicable: Not Applicable
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4105 Sorrento Valley Boulevard
Address of Principal Executive Office (Street and Number)
San Diego, California 92121
City, State and Zip Code
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PART II--RULES 12B-25(b) AND (c)
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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;
(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
[X] 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.
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PART III-- NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period:
See Attachment I.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Barry L. Burten, Esq. (310) 203-8080
(Name) (Area Code) (Telephone Number)
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(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.
See Attachment II
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American Film Technologies, Inc.
(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 28, 1997 By: /s/ GERALD M. WETZLER
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Gerald M. Wetzler, 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.
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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 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 the 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 (S232.201 or S232.202 of this chapter) or apply for an adjustment
in filing date pursuant to Rule 13(b) of Regulation S-T (S232.13(b) of this
chapter).
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Attachment I
Registrant filed for relief under Chapter 11 of the United States
Bankruptcy Code on October 15, 1993. Since the filing of the Chapter 11
proceeding, the lack of capital and film colorization contracts has made it
impossible for Registrant to resume operations and to generate sufficient
revenues to cover the costs of completing the necessary work for the audit for
the fiscal year ended June 30, 1997. It is only until recently that the Company
was able to obtain additional funds to engage its independent public accountants
to perform such audit. In addition to the foregoing difficulties, Registrant
believes that an extension is appropriate since it is currently in the midst of
attempting to obtain additional financing which could impact the audit
disclosure. However, no assurance can be given that any such financing may be
obtained.
In any event, Registrant is now actively engaged in preparing the
information for such audit and has now engaged such independent public
accountants to perform such audit.
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Attachment II
Currently, issues exist as to the going concern value of the Company.
The Company is attempting to obtain financing, however, if it is not able to do
so, it will be forced to commence liquidation. In connection with the foregoing,
Registrant may be required to report a loss of approximately $7.7 million for
the year ended June 30, 1997, which loss includes a write down of approximately
$5.6 million related to FASB 121 impairment of long lived assets. Thus, although
the Company is attempting to obtain a financial commitment to recommence
operations, there is no assurance that any such commitment may be obtained and,
therefore, the assets may be written down. In any event, even if the Company is
able to obtain financing, issues remain as to whether or not the assets can be
carried at the current values.
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