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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number O-20652
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(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
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.
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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
AccuMed International, Inc.
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Full Name of Registrant
Alamar, Biosciences, Inc.
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Former Name if Applicable
900 N. Franklin St., Ste. 401
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Address of Principal Executive Office (Street and Number)
Chicago, IL 60610
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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 Rules 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;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 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 of
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 the Form 10-K, 20-F, 11-K,
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)
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
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Joyce L. Wallach 916 443-6800
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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 of 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.
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AccuMed International, 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 28, 1997 By /s/ Leonard R. Prange
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Leonard R. Prange
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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(Attach Extra Sheets If Needed)
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EXHIBIT 1 TO FORM 12B-25
PART III
AccuMed International, Inc. (the "Company") is unable to file its Form
10-KSB within the prescribed time period primarily because management's time
and efforts have been almost totally focused on the negotiation, preparation
and closing of a major product line acquisition and a private placement of
securities to finance such acquisition, both occurring in March 1997, and the
subsequent integration of such product line into the Company's business. On
March 3, 1997, the Company acquired from Difco Microbiology Systems, Inc., a
Michigan corporation, certain assets and liabilities related to the ESP Culture
System II product line (the "ESP Product Line") including certain agreements
with customers, purchase orders, and patents, trademarks, trade secrets and
other intellectual property relating to the ESP Product Line. In addition, on
March 14, 1997, the Company consummated a private placement of 85 Units each
consisting of $100,000 in principal amount of 12% Convertible Promissory Notes
and Warrants to purchase 10,000 shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"). Since the acquisition and private
placement management has been primarily focused on issues relating to the
integration of the ESP Product Line with the Company's current products and
marketing plan and other post-acquisition issues, the filing of the Current
Report on Form 8-K due fifteen days after closing of the acquisition and in the
preparation of the financial statements with respect to the acquisition
required to be filed by amendment to Form 8-K.
The reasons causing the inability to file timely could not be
eliminated by the registrant without unreasonable effort or expense. The
subject annual report will be filed no later than the fifteenth calendar day
following the prescribed due date.