SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC 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: December 31, 2000
PART I - REGISTRANT INFORMATION
NORLAND MEDICAL SYSTEMS, INC.
(Full Name of Registrant)
OSTECH INC.
(Former Name if Applicable)
106 Corporate Park Drive
Suite 106
- -----------------------------------------
(Address of Principal Executive Offices)
White Plains, New York 10604
- -----------------------------------------
(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
/ / (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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the time prescribed time period.
Certain required adjustments to repriced outstanding stock options
could not be accurately calculated in a timely fashion. In addition,
certain reserves previously recorded by the Registrant, which reduce
the Registrant's revenue, may in fact not be needed. The Registrant is
still waiting to receive information from a third party to confirm the
necessity of this reserve.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Reynald G. Bonmati (914) 694-2285
(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 report(s) been
filed. If answer is not, identify report(s).
Yes x 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 in the earnings statements to be included in the subject
report or portion thereof?
Yes X No
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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.
NORLAND MEDICAL SYSTEMS, INC. has caused this notification to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: April 2, 2001 By /s/ Reynald G. Bonmati
-------------------------------
Reynald G. Bonmati
President
ATTACHED STATEMENT FOR PART IV (3) of Form 12b-25
The estimated results of operations registrant expects to report for
the year ended December 31, 2000, as compared with the results of operations for
the year ended December 31, 1999 is set forth below. To the extent the
Registrant is not required to take the reserve outlined in Part III of this Form
12b-25, the Registrant's revenue would increase and the loss per share would be
reduced.
Years ended December 31, 2000, and 1999
2000 1999
---- ----
Revenue (including sales to
affiliates of $9,449 and $92,883
in 2000 and 1999, respectively) $13,402,823 $17,798,035
Cost of revenue 7,596,306 9,549,677
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Gross profit 5,806,517 8,248,358
Sales and marketing expense 4,231,221 5,482,817
General and administrative expense 2,851,889 3,377,520
Research and development expense 564,771 1,325,116
Non-recurring charges 7,258,036 --
----------- -----------
Operating (loss) income (9,099,400) (1,937,095)
Other income (expense):
Interest expense 216,619 (273,005)
Interest income 5,704 34,453
Loss before income taxes benefit (9,310,315) (2,175,647)
Income taxes benefit 4,118,920 --
----------- -----------
Net loss (13,429,235) $(2,175,647)
Basic and diluted weighted average shares: 27,029,566 21,616,010
Basic and diluted loss per share $(0.50) $(0.10)
The changes in results of operations for the year ended December 31, 2000 are
primarily the result of a $7,258,036 non-recurring charge to earnings of certain
unamortized cost of goodwill and related tax benefits.