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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-17581
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: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] Money Market Fund Rule 30b3-1 Filing
For the Transition Period Ended:
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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.
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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
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Full Name of Registrant Geotek Communications, Inc.
Former Name if Applicable Geotek Industries, Inc. (changed 7/3/92)
102 Chestnut Ridge Road
Address of Principal Executive Office (Street and Number)
Montvale, New Jersey 07645
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,
[(See Part III)] 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 filing made by a
money market fund pursuant to Rule 30b3-1, 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, or filing made by a money market fund pursuant to Rule 30b3-1
and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period. (Attach extra sheets if needed.)
Form 10-K could not be filed within the prescribed period because it
could not be prepared without unreasonable effort or expense. Geotek
Communications, Inc., and its domestic subsidiaries (together, the "Company")
are currently in the midst of Chapter 11 liquidation. Because no portion of the
proceeds of the liquidation is expected to be distributed to the Company's
equity holders, all of the substantial costs of attorneys' and auditors' fees
that would be involved in preparing a 10-K on behalf of the Company would be
borne by the Company's creditors, who would derive no benefit from funding an
audit of the Company. The Company intends to seek permission from the Securities
and Exchange Commission (the "Commission") to substitute alternative filings on
Form 8-K for the periodic reports that it would otherwise be required to file
under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended.
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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
Anne E. Eiscle 201 930-5430
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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 earnings statements required to be filed with the Form 10-K that is
the subject of this filing would show significant changes from 1997 due to the
previously reported decision to virtually cease operations, effective October
19, 1998. The statement of operations would also reflect the effect of the
Company's previously reported June 29, 1998 Chapter 11 filing.
Geotek Communications, 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 April 1, 1999 By /s/Anne E. Eiscle
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April 1, 1999 Anne E. Eiscle, President and Chief Financial 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 (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).
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