UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K // Form 20-F // Form 11-K // Form 10-Q // FORM N-SAR
For Period Ended: October 31, 2000
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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: ___________________________________
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:
Not Applicable - See Exhibit A attached hereto and incorporated herein.
PART I -- REGISTRANT INFORMATION
Pro Tech Communications, Inc.
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Full Name of Registrant
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Former Name if Applicable
3311 Industrial 25th Street
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Address of Principal Executive Office (Street and Number)
Fort Pierce, Florida 34946
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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)
(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, 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 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
(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. See Exhibit A attached hereto and incorporated
herein.
SEC 1344 (11-91)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael A. Naparstek (203) 226-4447
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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 answer is no,
identify report(s). /X/ Yes / / No
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(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 attached hereto and incorporated
herein.
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Pro Tech Communications, 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
hereunto duly authorized.
Date January 30, 2001 By: /s/ RICHARD HENNESSEY
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Richard Hennessey
President
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. 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 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.
Exhibit A
Pro Tech Communications, Inc.
Form 12b-25
Part III
As of January 29, 2001, the Registrant has been advised by its independent
accountants that they require additional time to complete their audit of the
Registrant's financial statements for the year ended October 31, 2000. This is
primarily due to the additional information to be audited with respect to the
September 13, 2000 acquisition of a technology license from NCT Hearing
Products, Inc. in exchange for shares of the Registrant's common stock,
representing approximately 84% of the outstanding common shares, and other
matters that may impact the content of the financial statements of the
Registrant for the period ended October 31, 2000. Due to the logistics of
incorporating such additional information, the Registrant was unable to file its
Form 10-KSB on January 29, 2001 without unreasonable effort and expense. The
Registrant expects to file its Form 10-KSB on or before February 13, 2001.
Part IV
Before adjustment, if any, upon audit of such additional information noted
above, the Registrant expects to report in the Form 10-KSB to which this
notification relates that its net sales for the twelve months ended October 31,
2000 were $1.6 million, an increase of $0.5 million or 45% when compared to the
twelve-month period ended October 31, 1999. The Registrant expects to report a
net loss of $0.4 million, including $0.1 million of intellectual property
amortization, for the twelve-months ended October 31, 2000, compared to a net
loss of $0.2 million for the twelve-month period ended October 31, 1999. For
fiscal year 2000, $0.5 million of net sales is related to the fourth quarter
compared to $0.3 million net sales for the fourth quarter 1999. Of the loss for
the twelve-months ended October 31, 2000, $0.2 million net loss, including $0.1
million of intellectual property amortization, is related to the fourth quarter,
compared near breakeven results related to the fourth quarter of 1999. The
Registrant expects to report a $0.57 loss per share (which included $0.55 per
share related to the beneficial conversion feature and the preferred stock
dividend requirement of the Registrant's Series A Convertible Preferred Stock)
for the twelve-months ended October 31, 2000, compared to the net loss per share
of $0.05 for the twelve-month period ended October 31, 1999.