UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-19622
CUSIP NUMBER 929341 20 4
(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 and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] 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:
Item 7. Financial Statements. Auditor's opinion and audited financial
statements (unaudited financial statements are included in the filing)
<PAGE>
PART I
REGISTRANT INFORMATION
Full Name of Registrant WTC Industries, Inc.
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Former Name if Applicable Water Technologies Corp.
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Address of Principal Executive Office (STREET AND NUMBER) 150 Marie Avenue East
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City, State and Zip Code West St. Paul, Minnesota 55118-4002
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PART II
RULE 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 described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense; and
(b) The subject annual report, semi-annual report, transition
report on Forms 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th 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. Statement of
McGladrey & Pullen, LLP is attached as Exhibit 1.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K and 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed time period. (Attach Extra Sheets if
Needed.)
The Company's accountants have advised the Company that, in view of the
Company's financial condition and the imminent maturity on May 31, 1999 of
$1,450,000 of promissory notes issued by the Company, the accountants are
unable to complete the audit of the December 31, 1998 financial statements
and are unable to express an opinion as to the Company's financial
statements for the year ended December 31, 1998 until a specific plan is
developed for extension or repayment of those promissory notes and the
Company has taken specific steps to implement that plan. As a result, the
Company is unable to include audited financial statements and an audit
opinion in its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998. The Company is seeking to negotiate with the holders of
the promissory notes to extend their maturity. If the Company is able to
successfully complete those negotiations or obtain other financing, the
Company will obtain and file by amendment to the Annual Report the audit
opinion and audited financial statements.
2
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Gregory P. Jensen (651) 450-4913
(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?
[ ] Yes [X] 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 Registrant announced results for the year ended December 31, 1998
on March 23, 1999.
<PAGE>
WTC INDUSTRIES, 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: March 30, 1999 By /s/ Gregory P. Jensen
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Gregory P. Jensen, 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
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (SEE U.S.C. 1001).
EXHIBIT 1
STATEMENT OF MC GLADREY & PULLEN, LLP
March 30, 1999
Board of Directors
WTC Industries, Inc.
150 Marie Avenue East
West St. Paul, MN 55118
Ladies and Gentlemen:
In view of the Company's financial condition and imminent maturity on May 31,
1999 of $1,450,000 of promissory notes issued by the Company, we have been
unable to complete the audit of the December 31, 1998 financial statements. We
are unable to express an opinion on the financial statements until we are able
to complete the audit procedures related to the results of the negotiations to
be held by the Company with the noteholders. We expect that we will be able to
complete the audit upon resolution of these negotiations.
McGladrey & Pullen, LLP
