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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-21134
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 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:
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:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: HeavenlyDoor.com, Inc.
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Former Name if Applicable
Procept, Inc.
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Address of Principal Executive Office (STREET AND NUMBER)
840 Memorial Drive
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City, State and Zip Code: Cambridge, Massachusetts 02139
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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;
[X] (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-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.
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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 or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant cannot timely file its Annual Report on Form 10-K (the
"Annual Report") for the year ended December 31, 1999 without unreasonable
effort and expense. The Registrant's preparation of the financial statements for
such year was delayed due to accounting issues relating to the Registrant's
acquisition of Pacific Pharmaceuticals, Inc., and other equity transactions
occurring during 1999 and early 2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Michael Fitzgerald (617) 573-0767
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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 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.
HeavenlyDoor.com, 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 March 30, 2000 By: /s/ Michael Fitzgerald
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Michael Fitzgerald,
Chief Financial Officer
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PART IV
OTHER INFORMATION
(3) It is anticipated the Registrant (or the "Company") will record a net
loss of approximately $14.3 million for the year ended December 31,
1999, as compared to net loss of $3.3 million for the comparable of
1998. The increase in net loss primarily results from a $9.4 charge for
purchased in-process research and development which resulted from the
Registrants acquisition of Pacific Pharmaceuticals, Inc. Due to the
complexity of the equity transactions that resulted from the Pacific
acquisition, the Registrant believes that the actual detailed recording
of theses transactions, as opposed to the use of estimates, more
accurately reflects the financial position of the Company as of
December 31, 1999.
