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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
CUSIP NUMBER
(Check One): /x/ Form 10-K / / Form 20-F / / Form 11-K
/ / Form 10-Q / / Form N-SAR
For Period Ended: December 31, 1998
/ / 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:
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
Chromatics Color Sciences International, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
5 East 80th Street
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Address of Principal Executive Office (Street and Number)
New York, New York 10021
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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 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;
/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
/x / (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 Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Company is in the process of preparing and delivering to its independent
auditors certain additional documentation and schedules recently requested by
the auditors, which information is necessary for the auditors to complete their
audit of the Company's financial statements for the year ended December 31,
1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Darby S. Macfarlane (212) 717-6544
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(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 reports) been filed? If 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.
Chromatics Color Sciences 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 31, 1999 By: /s/ Darby S. Macfarlane
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Darby S. Macfarlane
Chief Executive Officer
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Insert to 12b-25 for
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Chromatics Color Sciences International, Inc.
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Part IV: Other Information
Although the company anticipates a slight increase in revenues from
$250,000 in 1997 to approximately $420,000 in 1998, the Company expects to incur
higher losses in 1998 (approximately $7,300,000) as compared to 1997
($5,053,000), and higher losses per share ($.49 in 1998, on 15,452,442 shares,
compared to $.40 in 1997 on 13,814,859 shares). The higher losses are primarily
attributable to increased research and development expense, options and employee
benefit plan compensation expense, sales and marketing expenses and legal fees.
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[BDO Letterhead]
March 31, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(C) under
the Securities Exchange Act of 1934 and in satisfaction of item (C) of Part II
of Form 12b-25.
We are the independent auditors of Chromatics Color Sciences International,
Inc. (the "Registrant"). The Registrant has stated in Part III of its filing on
Form 12b-25 that it is unable to timely file, without unreasonable effort or
expense, its Annual Report on Form 10-K for the year ended December 31, 1998
because our Firm has not yet completed our audit of the financial statements of
the Registrant for the year ended December 31, 1998 and is therefore unable to
furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the
Registrant in Part III of its filing on Form 12b-25 and agree with the
statements made therein. We are unable to complete our audit of the Registrant's
financial statments and furnish the required opinion for a timely filing
because additional documentation and schedules recently requested have not been
provided. As a result, we have not yet had sufficient time to complete the
auditing procedure which we consider necessary in the circumstances.
Very truly yours,
/s/ BDO Seidman, LLP
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BDO Seidman, LLP
