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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number 1-11150
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CUSIP Number
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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: March 31, 1999
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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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:
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PART I -- REGISTRANT INFORMATION
Imagyn Medical Technologies, Inc.
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Full Name of Registrant
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Former Name if Applicable
5 Civic Plaza, Suite 100
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Address of Principal Executive Office (Street and Number)
Newport Beach, CA 92660
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City, State and Zip Code
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, Form
11-K, 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 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,
20F, 11-K, 10-Q, and 10-QSB, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period.
On May 4, 1999, three holders of the Company's 12 1/2% Senior Subordinated Notes
filed an involuntary petition against the Company under Chapter 7 of the
Bankruptcy Code. On May 18, 1999, the Company filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware (Chapter 11 Case no. 99-1019 (PJW)) for
itself and for its operating subsidiaries, and requested that the involuntary
case be converted to a Chapter 11 case.
Since the Petition Date, the Company has been principally engaged in dealing
with bankruptcy-related matters and formulating a substantially modified
business strategy in an effort to emerge from bankruptcy. The Company's finance
and accounting staff has devoted substantially all of its time to the
maintenance of the remaining operations, including the development and
implementation of the Company's post-bankruptcy business strategy, and to the
administrative burdens of the reorganization case, such as valuation of assets,
reconciliation and resolution of proofs of claim, preparation of financial
projections, formulation and preparation of disclosure materials related to a
reorganization plan, dealing with a creditors committee, ongoing litigation and
preparation of monthly operating reports to the United States Trustee's office
and the bankruptcy court.
In addition, the Company's bankruptcy filing came at a time during which
year-end audit procedures would have normally been underway, and once the filing
occurred all substantial activities by the Company's outside auditors ceased
pending approval of the auditors by the bankruptcy court. As of the date of this
letter, court approval of the Company's independent auditors has not yet been
received. Without an independent auditor having been approved by the Bankruptcy
Court, the Company is simply not in a position to file audited financial
statements required to be filed with its Annual Report on Form 10-K for the year
ended March 31, 1999.
The Company has filed with the Securities and Exchange Commission a no action
request seeking permission to suspend normal reporting on Forms 10-K and 10-Q
under the Securities Exchange Act of 1934 during the pendency of the bankruptcy
case.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11/91)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
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Michael Montevideo (949) 720-8800
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(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 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.
The Company is unable to determine the nature or extent of the
changes to the financial statements for the year ended March
31, 1999, but anticipates that the changes will be significant
as a result of the bankruptcy reorganization that is ongoing.
Imagyn Medical Technologies, 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/ Michael Montevideo
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Michael Montevideo
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.
ATTENTION
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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 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 or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
