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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-26206
CUSIP Number: 656031 10 1
(Check One): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: for the year ended December 31, 1997
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[ ] 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:______________________________________
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Read attached instruction sheet before preparing form. Please print or type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMISSION HAS VERIFIED
ANY INFORMATION CONTAINED HEREIN.
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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
Norland Medical Systems, Inc.
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Full Name of Registrant
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Former Name if Applicable
106 Corporate Park Drive, Suite 106
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Address of Principal Executive Office (STREET AND NUMBER)
White Plains, NY 10604
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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, 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, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
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/ / (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 the Form 10-K, 11-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 Registrant previously announced on March 16, 1998 that its financial
statements for 1996 and for the first, second and third quarters of 1997 would
be restated. The work necessary to effect the restatements caused a delay in
completing the financial statements and resulting audit of the Registrant's
financial statements. The audit is expected to be completed today. However,
because the financial statements affect virtually all parts of the Form 10-K, it
will take several days for the Registrant to complete and file the Form 10-K
report. The Registrant currently expects to file the report not later than
fifteen calendar days after March 31, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Kurt W. Streams (914) 694-2285
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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 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 Attachment A.
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Norland Medical Systems, 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
thereunto duly authorized.
Date: March 31, 1998 By: /s/ Kurt W. Streams
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Kurt W. Streams
Vice President, Finance
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 (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. 25049, 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 exchange 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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Attachment A
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The Company has restated its financial statements for the year ended
December 31, 1996. A review of sales transactions recorded in 1996
revealed that certain transactions that the Company treated as sales and
with respect to which it recognized revenue should not have been treated as
sales for purposes of revenue recognition. As a result, a decision was
made to restate the 1996 financial statements to eliminate the transactions
that should not have been treated as sales.
The impact of these adjustments on the Company's 1996 financial results as
originally reported are summarized as follows:
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As Reported As Restated
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Net revenue $25,309,977 $24,326,134
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Gross profit 9,061,508 8,616,714
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Operating income 2,985,630 2,290,111
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Net income 2,191,374 1,777,855
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Earnings per share 0.31 0.25
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Total assets 30,243,378 30,115,136
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Total current liabilities 3,722,513 4,007,790
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Retained earnings at end of year 4,359,243 3,945,724
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Revenue for 1997 decreased 16% to $20,530,376. The Company had a net loss
of $18,584,005 for 1997. This figure includes: non-recurring charges of
$17,809,880; a $1,480,000 charge to cost of revenue related to an
additional write-off of demonstration inventory and reserves for excess
inventory; and an additional $1,850,000 provision for doubtful accounts
receivable reflected in general and administrative expense.
