(Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING |
| For Period Ended: December 31, 2003 | ||
| ¨ 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
CARDIMA, INC.
Full Name of Registrant
47266 Benicia Street
Address of Principal Executive Office (Street and Number)
Fremont, CA 94538-7330
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, Form 20-F, 11-K or 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 | ||
x | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
The Registrant is unable to file its Annual Report on Form 10-K for the period ended December 31, 2003 in a timely manner without unreasonable effort or expense due to (1) a transition to new auditors in December 2003 following the resignation of its former auditors, and (2) a restatement on March 25, 2004 of financial statements for the third quarter of 2003. Due to those events, the Registrant required additional time to compile and complete the necessary financial information to be included in its Form 10-K for the year ended December 31, 2003. The Registrant intends to file its Annual Report on Form 10-K promptly and, in any event, will file such report within the period prescribed by Rule 12b-25(b)(2) under the Securities Exchange Act of 1934.
PART IV— OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
Barry D. Michaels (Name) | (510) (Area Code) | 354-0300 (Telephone Number) |
| (2) | Have all other periodic reports 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 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 |
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.
CARDIMA, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
By: | /s/ BARRY D. MICHAELS | |
Barry D. Michaels Interim Chief Financial Officer and Secretary |
