UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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SEC FILE NUMBER
33-19598-D
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NOTIFICATION OF LATE FILING
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CUSIP NUMBER
630080109
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(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, 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:
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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 I -- REGISTRANT INFORMATION
NANOPIERCE TECHNOLOGIES, INC.
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Full Name of Registrant
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Former Name if Applicable
370 SEVENTEENTH STREET, SUITE 3580
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Address of Principal Executive Office (STREET AND NUMBER)
DENVER, COLORADO 80202
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City, State and Zip Code
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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)
| (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
| subject quarterly report or transition report on Form 10-QSB,
[X] | 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 Forms 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 time period.
Please See Attached.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
PAUL H. METZINGER (303) 592-1010
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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
(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.
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Nanopierce Technologies, 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 September 28, 1998 By /s/ Paul H. Metzinger
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Paul H. Metzinger, Director,
Executive Vice President
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).
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 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.
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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 (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this chapter).
PART III - NARRATIVE
On February 26, 1998, the Registrant acquired all or substantially all of the
assets, including the intellectual properties, consisting of patents, patents
applications pending, patent applications in preparation, trade secrets, trade
names and trademarks relating to a certain particle interconnect technology from
Particle Interconnect Corporation, a Colorado corporation and a wholly owned
subsidiary of Intercell Corporation. Since the acquisition, the Registrant has
spent a substantial amount of time and effort retaining new management,
evaluating its product lines and securing financing. Because of such matters and
the need to properly reflect the acquisition on its accounting records, the time
necessary for management to arrange and complete the appropriate books and
records for the Registrant has taken longer than anticipated. As a result, the
Registrant has been unable to complete in a timely manner the preparation of its
Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998.
PART IV - OTHER INFORMATION
3. The Registrant has previously reported that net sales for the years
ended June 30, 1997 and June 30, 1996 were $(487,000) and $(3,500)
respectively, and that net losses applicable to common stockholders for
such periods were $(.14) and $(.01) respectively. While the Registrant
currently is unable to estimate net sales and operating results for the
year ended June 30, 1998, the Registrant has no reason to believe that
trends for such year will not continue.
