10-3-94 General Reporting Rules 2018-E
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[]Form 10-K [ ]Form 20-F [ ]Form 11-K [x]Form 10-QSB [ ]Form N-SAR
For Period Ended: September 30, 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:
Read Instruction (on back page) 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:
PART I--REGISTRANT INFORMATION
Laminaire Corporation
Full Name of Registrant
Former Name if Applicable
960 East Hazelwood Avenue
Address of Principal Executive Office (Street and Number)
Rahway, New Jersey 07065
City, State and Zip Code
PART II-- RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail on 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.
PART III- NARRATIVE
State below in reasonable detail why the Form 10-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)
The company was unable to complete its unaudited financial statements for
the period ended September 30, 1998 in time because of extenuating circumstances
that demand additional analysis of third quarter operations. The discontinuance
of the Termo-Mizer controls business has caused a distortion compared to the
nine month period ended September 30, 1997. In the prior period, this
business was the only operating group whereas in the comparable period for 1998,
there is no valid comparison. For the reporting period ended September 30, 1998,
the business of the continuing on-going entity was not included in the 1997
period as this business segment was acquired in the quarter ended December 31,
1998.
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PART IV-- OTHER INFORMATION
(1) Name and telephone number of person in regard to this notification
Steven W. Schuster, Esq. (212) 448-1100
(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 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 the 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 Exhibit A
Laminaire Corp.
(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 13, 1998 By /s/Gerald Gallagher
Gerald Gallagher, 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 INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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 public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchanged on which any class of securities of the
registrant is registered.
4. Amendments to the notifications 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.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13-(b)
of Regulation S-T.
<PAGE>
EXHIBIT A
The Company's losses from operations have continued but management is
unable to conclusively quantify any changes in results of operations for the
period ended September 30, 1998 compared to the period ended September 30, 1997
because of the following extenuating circumstances. The discontinuance of the
Thermo-Mizer controls business has caused a distoriton compared to the nine
month period ended September 30, 1997. In the prior period, this business was
the only operating group whereas in the comparable period for 1998, there is no
valid comparison. For the reporting period ended September 30, 1998, the
business of the continuing on-going entity was not included in the 1997 period
as this business segment was acquired in the quarter ended December 31, 1998.
