ONSITE ENERGY CORP
NT 10-Q, 2000-02-15
ENGINEERING SERVICES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

        NOTIFICATION OF LATE FILING                   SEC FILE NUMBER 1-12738

            (Check One:)                              CUSIP NUMBER 68284P 10 8



[ ] Form 10-K and  10-KSB [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q and 10-QSB
[ ] Form N- SAR

        For Period Ended:  December 31, 1999
                           ------------------
        [ ] 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
- --------------------------------------------------------------------------------


Full Name of Registrant
ONSITE ENERGY CORPORATION
- --------------------------------------------------------------------------------

Former Name if Applicable

- --------------------------------------------------------------------------------

Address of Principal  Executive  Office (Street and Number)
701 PALOMAR  AIRPORT ROAD, SUITE 200
- --------------------------------------------------------------------------------

City, State and Zip Code
CARLSBAD,  CA  92009
- --------------------------------------------------------------------------------

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-K, Form 11-K, Form N-SAR or a 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



<PAGE>2


     (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 and 10-KSB,  20-F,
11-K, 10-Q and 10-QSB,  N-SAR, or the transition report or portion thereof could
not be filed within the prescribed period.

The Company is continuing discussions of issues that when resolved could have a
material impact of the financial statements and other disclosures as of
December 31, 1999.

- -------------------------------------------------------------------------------

PART IV -- OTHER INFORMATION
- -------------------------------------------------------------------------------


        (1) Name and  telephone  number of person to  contact  in regard to this
notification.

            J. Bradford Hanson               760                 931-2400
           --------------------          -----------       -------------------
                 (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 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?
                                               [ ] Yes               [X] No

The Company  incurred a significant  operating loss for the fiscal quarter ended
December 31, 1999, although the loss under current assumptions  is less than the
losses for the same periods in the prior year. The amount of the loss is subject
to change as a result  of the  resolution  of the  issues  disclosed  in Part II
above.

In  addition,  the Company  intends to file an amended  Form 10-KSB for the year
ended June 30, 1999 and an amended Form 10-QSB for the quarter  ended  September
30, 1999 restating its financial statements for changes in the timing of revenue
and  expense  recognition.  Further,  it is  anticipated  that the June 30, 1999
financial  statement  will be filed on an unaudited  basis due to the  Company's
auditors  position  that an audit  opinion will not be delivered  because of the
non-payment of invoices from the auditors.

                            ONSITE ENERGY 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:   February 15, 2000                     By: /S/ J. BRADFORD HANSON
                                                   -------------------------
                                                       J. Bradford Hanson




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