10-3-94 General Reporting Rules 2018-E
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549
Estimated average burden
Hours per response..........2.50
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB
[ ] Form N-SAR
For Period Ended:
[ X] 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: December 31, 1997
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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
Thermo-Mizer Environmental Corp.
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 change in management as a result of the acquisition of Laminaire
Corporation in October 1997 and the change in fiscal year has delayed the
completion of the audit.
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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 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 Exhibit A
Thermo-Mizer Environmental 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 March 31, 1998 By /s/ Jon J. Darcy
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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.
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EXHIBIT A
Thermo-Mizer Environmental Corp. has not recorded any unusual or
nonrecurring last quarter entries or engaged in transactions that are
inconsistent with the amounts and disclosures reported in its preceding
quarterly report on Form 10-QSB except for:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Amortization of discount associated with financings (1) $750,000
Increase in bad debt provision (2) 20,000
Rent accrual (3) 28,018
Write-off of spare parts (2) 33,400
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Total $831,418
</TABLE>
(1) This charge, all of which relates to the quarter ended December 31,
1997, represents the portion of financings attributable to the
beneficial conversion features in such financings. We understand that
the SEC has taken the position that the discount attributable to such
beneficial conversion feature should be amortized from the date that
the security is issued to the date that it becomes convertible.
(2) Those charges represent routine changes in estimate that occur each quarter.
(3) This accrual covers the remaining lease term of the Ridgefield lease.
The Company relocated to Rahway following the acquisition of Laminaire
Corporation, thereby vacating the Ridgefield building.
The results of operations for the six months ended December 31, 1997
are not comparable to the results of operations for the six months ended
December 31, 1996 for the following reasons:
(1) the results of operations for the six months ended December 31,
1997 include the operations of Laminaire Corporation for the period following
October 16, 1997, and
(2) the results of operations for the six months ended December 31, 1996
were significantly affected by two major contracts.
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