U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1996
[ ] 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: Not Applicable
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
Part I - Registrant Information
Full Name of Registrant: CARDIOTECH INTERNATIONAL, INC.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office:
11 State Street
Woburn, Massachusetts 01801
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 Form 10-K will be filed on or before July 16, 1996, the
fifteenth calendar day following July 1, 1996, the prescribed due date;
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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
The Registrant could not file its annual report on Form 10-K for the fiscal
year ended March 31, 1996 on the prescribed filing date for the following
reasons:
On June 11, 1996, PolyMedica Industries Inc. ("PMI") distributed all of the
shares (the "Spin Off") it held of the Registrant, a majority owned
subsidiary of PMI, to PMI's shareholders. In connection with the Spin Off,
the Registrant's Registration Statement on Form 10 became effective on May
13, 1996. The Registrant, which on May 13, 1996 had six employees, has
diligently been seeking to hire a Chief Financial Officer. On June 24,
1996, seven days before the filing date of the Registrant's Form 10-K, the
Registrant hired a Chief Financial Officer. The Chief Financial Officer
will play a significant role in the preparation and coordination of the
Form 10-K. As a result, the Company is not able without unreasonable effort
or expense to file its Form 10-K on or prior to the prescribed filing date
of July 1, 1996.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Michael Szycher, Chairman and Chief Executive Officer (617) 933-4772
(Name) (Tel. No.)
(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 report(s) 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
The Registrant anticipates that it will report a net loss of $2.2 million
for the fiscal year ended March 31, 1996 compared to a net loss of $599,000 for
the year ended March 31, 1995. In fiscal 1996, the Registrant incurred $993,000
in one-time costs related to the Spin Off. These costs principally consisted of
outside professional fees.
Research revenues were $229,000 in fiscal 1996, compared to $408,000 in
fiscal 1995. The fluctuation in research revenues was attributable to the
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completion of one research and development contract and the evolution of a
research and development contract into a supply agreement.
Research and development expenses were $911,000 and $709,000 for the years
ended March 31, 1996 and 1995. The increase in these expenses principally
related to higher pre-clinical costs in fiscal 1996 in connection with the
Registrants's development of a vascular access graft for hemodialysis patients.
Selling, general and administrative expenses were $513,000 and $298,000 for
the years ended March 31, 1996 and 1995. The increase in these expenses
principally related to costs associated with the Spin Off and the promotion of
advanced biomaterials to potential strategic partners.
A more detailed discussion of results of operations will be included in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Form 10-K to be filed.
CardioTech International, Inc. has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated this 1st day of July, 1996.
CARDIOTECH INTERNATIONAL, INC.
By /s/ Michael Szycher
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Michael Szycher, Ph.D.
Its Chairman and
Chief Executive Officer