SEC File No. 0-18267
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / FORM N-SAR
For Period Ended: March 31, 1997
/ / 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
Noise Cancellation Technologies, Inc.
- -------------------------------------------------------------------------------
Full Name of Registrant
- -------------------------------------------------------------------------------
Former Name if Applicable
1025 West Nursery Road, Suite 120
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Linthicum, Maryland 21090
- -------------------------------------------------------------------------------
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.
SEC 1344 (11-91)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jeffrey C. Zeitlin (410) 636-8700
(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
--------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
Noise Cancellation Technologies, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date May 16, 1997 By: /s/ JEFFREY C. ZEITLIN
------------------ ----------------------
Jeffrey C. Zeitlin,
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 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
Noise Cancellation Technologies, Inc.
Commission File No. 0-18267
Form 12b-25
Part III
The registrant's Chief Financial Officer resigned on April 24, 1997 at which
time the registrant appointed a new Chief Financial Officer. Additional time is
required for the registrant's new Chief Financial Officer to become familiar
with the registrant's current financial position and information systems. For
this reason, the registrant is unable to file Form 10Q on May 15, 1997, but
intends to file its Form 10Q by May 20, 1997.
Part IV(3)
The registrant expects to report in the Form 10Q to which this notification
relates that its total revenues for the three months ended March 31, 1997,
including technology licensing fees, product sales and engineering and
development services was $3.3 million, an increase of $2.2 million or 192% over
the same period last year. The registrant expects to report a net profit of $0.6
million for the three month period ended March 31, 1997, compared to a net loss
of $2.1 million for the same period in 1996.