U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[x] Form 10-K [ ] Form 20F [ ] Form 11-K [ ] 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 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: ________________
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: Not Applicable
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PART I - REGISTRANT INFORMATION
Full Name of Registrant: NOCOPI TECHNOLOGIES, INC.
Address of Principal 537 Apple Street
Executive Office: West Conshohocken, PA 19428
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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) [Section 23,047], 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) (i) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20F, 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
[ ] (ii) 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.
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. Not Applicable.
PART III - NARRATIVE
Registrant is required to include in its financial statements forming part of
the subject report the results of Euro-Nocopi, SA ("Euro"), a French
corporation, based on the equity method of accounting. The financial information
concerning Euro necessary to complete the preparation of Registrant's financial
statements in accordance with such requirement has not yet been furnished to
Registrant by Euro. As a consequence, Registrant's management has been unable to
complete the preparation of Registrant's financial statements.
PART IV - OTHER INFORMATION
(1) Name and address of person to contact in regard to this notification:
Thomas F. Hurley, Esq.
Hangley Aronchick Segal & Pudlin
One Logan Square - 27th Floor
Philadelphia, PA 19103
Telephone: (215) 496-7056
(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
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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.
Based on information currently available to Registrant, its net loss is
anticipated to increase from approximately $550,000 for the fiscal year ended
December 31, 1998 to approximately $1,360,000 for the fiscal year ended December
31, 1999. The increase in net loss is primarily attributable to (a) the write
off during the fourth quarter of the fiscal year ended December 31, 1999 of
certain assets (primarily patents) due to the uncertainty with respect to the
Company's ability to recover the costs thereof (approx. $510,000); (b) severance
expenses associated with the termination of employment of certain executive
officers of Registrant (approx. $390,000); and (c) a year to year decrease in
operating revenues, less than fully offset by corresponding reductions in
expenses.
The foregoing does not reflect changes to Registrant's financial results that
may occur as a result of the inclusion therein of Euro's results in accordance
with the equity method of accounting. Such changes may increase or decrease
Registrant's net loss.
NOCOPI TECHNOLOGIES, INC.
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(Name of Registrant)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2000 By: /s/ Rudolph A.Lutterschmidt
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Rudolph A. Lutterschmidt,
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.
