SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25/A
Commission File Number: 000-29736
NOTIFICATION OF LATE FILING
(Check one)
/ / Form 10-K and Form 10-KSB / / Form 11-K
/X/ Form 20-F / / Form 10-Q And Form 10-QSB / / Form N-SAR
For period ended DECEMBER 31, 2000
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/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and Form 10-QSB
/ / Transition Report on Form N-SAR
For the transition period ended
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READ ATTACHED INSTRUCTION SHEET 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:
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PART I
REGISTRANT INFORMATION
Full name of registrant MARNETICS BROADBAND TECHNOLOGIES, LTD.
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Former name if applicable: STAV ELECTRICAL SYSTEMS (1994) LTD.
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Address of principal executive office (Street and number): 10 HAYETZIRA STREET
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P.O. BOX 2640
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City, State and Zip Code: RA'ANANA, ISRAEL 4300
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PART II
RULE 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;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
/X/ prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, 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 Form 10-K, 10-KSB,
11-K, 20-F, 10-Q,10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
We are waiting for final review of the Form 20-F by our Certified
Public Accountants. Also, on June 11, 2001, we announced that we executed an
agreement to sell, subject to shareholder approval, our electrical
contracting business, including certain related liabilities, to the
Registrant's former chief executive officer and current major stockholder,
Mr. Dov Strikovsky. In addition, on June 20, 2001, we announced that we were
modifying our technology road map and strategic focus. The sale of our
electrical business, a major transaction, and the recent strategic shift in
our technological focus also contributed to the delay in finalizing the Form
20-F.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Veronica Greenbaum (617) 305-2134
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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 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
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.
Effective December 31, 2000, Marnetics Ltd. was acquired by the Registrant
(formerly named Stav Electrical Systems (1994) Ltd.) in exchange for which the
Registrant issued to the shareholders and optionholders of Marnetics Ltd. shares
and options in the Registrant representing approximately 75% of its outstanding
shares, on a fully diluted basis. The acquisition of Marnetics Ltd. by the
Registrant was accounted for as a reverse acquisition. Marnetics Ltd. was
determined to be the "accounting acquirer" in the transaction since the former
shareholders and optionholders of Marnetics Ltd., as a group, received the
largest ownership interest in the Registrant. As a result, the historical
financial statements of the Registrant prior to December 31, 2000 were replaced
with the historical financial statements of Marnetics Ltd. Therefore the
following financial summary of the Registrant refers to the results of operation
of Marnetics Ltd. followed by a separate presentation of the historical
information for Stav Electrical Systems (1994) Ltd.
The Registrant's results of operations have changed significantly from the
corresponding period for the last fiscal year. Since it is a development-stage
company, the Registrant has not had any sales in either fiscal year 1999 or
2000. Although the Registrant's financial statements for the year ended December
31, 2000 have not been finalized, the Registrant anticipates that its operating
loss increased by US $1.4 million to
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a loss of US $1.5 million for fiscal 2000 as compared to an operating loss of US
$0.1 million for fiscal 1999. Such increase in the operating loss of the
Registrant is primarily attributable to increased expenses relating to research
and development, increased expenses relating to sales and marketing and a
non-cash compensation charge relating to stock options issued in connection with
the transaction between the Registrant and Marnetics Ltd. in December 2000.
The historical financial statements relating to the results of operation
of Stav Electrical Systems (1994) Ltd. ("Stav") before December 31, 2000 are not
considered to be the financial information of the Registrant and are presented
separately. Stav's results of operations have changed significantly from the
corresponding period for the last fiscal year. Although Stav's financial
statements for the year ended December 31, 2000 have not been finalized, Stav
anticipates that revenues for fiscal 2000 were NIS 18.2 million (US $4.5
million) representing a decrease in revenues of NIS 2.6 million (US $0.7
million) from the revenues in fiscal 1999. Such decrease in revenues is
primarily attributable to a general decline in the Israeli economy in 2000. Stav
anticipates that its operating loss increased by NIS 23.9 million (US $5.8
million) to a loss of NIS 24.8 million (US $6.1 million) for fiscal 2000 as
compared to an operating loss of NIS 0.9 million (US $0.3 million) for fiscal
1999. Such increase in Stav's operating loss is primarily attributable to
decreased revenues, increased costs of revenues and a non-cash compensation
charge of NIS 16.6 million (US $4.0 million) relating to stock options issued in
connection with the combination transaction between the Registrant and Marnetics
Ltd. in December 2000.
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MARNETICS BROADBAND TECHNOLOGIES, LTD.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 3, 2001 By: /s/ Isaac Nissim
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Isaac Nissim
Chief Financial Officer
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