U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-23900
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 1998
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
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:
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PART I
REGISTRANT INFORMATION
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Full Name of Registrant IDM Environmental Corp.
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Former Name if Applicable --------------------------------------------------
Address of Principal Executive
Offices (Street and Number) 396 Whitehead Avenue
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City, State and Zip Code South River, New Jersey 08882
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PART II
RULE 12b-25(b) AND (c)
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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 appropriate box)
/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, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, 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
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State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K.
20-F, 10-Q, 10-QSB, 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 has experienced delays in completing its financial
statements for the quarter ended September 30, 1998 as a result of (1)
delays in the receipt of financial information relating to projects being
undertaken in El Salvador and Germany, (2) delays in the receipt of data
and complexity associated with computing percentage of completion relating
to a project which was ongoing during the quarter, and (3) complexity
associated with computing deemed dividends associated with the issuance and
conversion of convertible preferred stock in light of the current position
of the SEC regarding such convertible securities. As a result, the
registrant is unable to file its Form 10-Q for the quarter ended September
30, 1998 by the prescribed due date.
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PART IV
OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Michael B. Killeen 908 390-9550
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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 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.
See attached rider
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IDM ENVIRONMENTAL CORP.
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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 November 16, 1998 By /s/ Michael B. Killeen
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Michael B. Killeen, 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
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the Form will be made a matter of the public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notification must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
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ATTACHMENT TO FORM 12b-25
(Form 10-Q for period ended September 30, 1998)
IDM ENVIRONMENTAL CORP.
Part IV
Other Information
(3) The registrant anticipates that the loss which will be reported for the
nine months ended September 30, 1998 will be substantially larger than the
loss reported during the corresponding period of the previous fiscal year.
While the registrant has not completed certain percentage of completion
computations with respect to an ongoing project, change orders on which
substantial work was performed during the quarter are expected to produce a
loss from that job during the quarter with payment for, and recognition of
revenues on, such services expected in subsequent periods. The exact amount
of such loss cannot, as yet, be reasonably estimated. Additionally, the
issuance and/or conversion of convertible preferred stock during the
current period is expected to result in non-cash dividend charge of
approximately $0.4 million. The exact amount of such charges has not, as
yet, been finalized. Because the registrant is awaiting final percentage of
completion data on the referenced project and the deemed dividend charge is
being reviewed in light of SEC guidance regarding such charges and because
certain data from foreign subsidiaries and affiliates has not, as yet, been
received, the registrant cannot reasonably estimate the total loss for the
period.
