SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File No.: 1-10938
NOTIFICATION OF LATE FILING
Check one: |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ending: December 31, 1998
|_| 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 Ending: _____________________________
[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 check above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of Registrant SEMX Corporation
Former name if applicable ----
Address of principal executive office (Street and number)
1 Labriola Court
City, State and zip code Armonk, New York 10504
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.)
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|X| (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without reasonable effort
or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 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.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Registrant is unable to file its 10-K Report by the prescribed due date
without unreasonable effort and expense.
On February 19, 1999 the Registrant completed the sale of the assets of
its connector business subsidiary. Due to the large amount of work involved in
completing the sale of its connector business subsidiary's assets, the
negotiations with Registrant's lenders and the preparation and filing of the
required 8-K Report, the Registrant has been delayed in preparing and completing
its Form 10-K. The Registrant expects to file the Form 10-K on or before the
15th calendar day following the prescribed due date.
PART IV
OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification:
Mark Koch - Controller (914) 273-5500
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(Name) (Area Code) (Telephone Number)
2. Have all other periodic reports 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
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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.
SEMX CORPORATION
(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/ Mark Koch
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Secretary and Controller
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 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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Rule 12b-25
Part IV - Item (3)
Explanation of the anticipated change in results of operations from the
corresponding period for the last fiscal year:
The Registrant's revenues decreased 7.3% from the year ended December 31,
1997. The decrease was attributable to a decline in the Registrant's Services
Group, primarily from the continuing softness in the semiconductor industry and
a decline in the Registrant's Material Group which was affected by inventory
adjustments of several of its largest customers. The Registrant's diluted
earnings per share for the year ended December 31, 1998 was a loss of $1.98
compared to a profit of $0.61 for the year ended December 31, 1997. The 1998
results included special charges (attributable to the closing of a Services
Group facility and a review of the carrying value primarily of the Services
Groups assets), and inventory write-offs required due to a re-evaluation of the
carrying value of Registrant's inventory in light of the changing semiconductor
and microelectronic market conditions. The special charges and write-offs
aggregated $1.43 of the $1.98 loss per share.
The above information and additional information have been disclosed by a
publicly disseminated press release dated March 15, 1999.
