WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 33-93464
CUSIP Number 25-3579 AA4
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(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended: September 30, 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 Dictaphone Corporation
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Former Name if Applicable
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Address of Principal Executive Office
(Street and Number) 3191 Broadbridge Avenue
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City, State and Zip Code Stratford, Connecticut 06614
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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, 10-KSB, 20-F, 11-K, or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
following the 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 or portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
Due to the management time and resources which have been diverted to the interim
audit and pending restatement of financial statements of Lernout & Hauspie
Speech Products N.V. ("L&H"), Dictaphone's parent corporation, as described in a
Current Report on Form 8-K filed by L&H on November 9, 2000, Dictaphone and its
accountant, KPMG Peat Marwick LLP ("KPMG"), have been unable to complete the
work necessary to file Dictaphone's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000 within the prescribed time period. These
reasons could not be eliminated without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Daniel P. Hart, General Counsel 203 381-7000
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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).
Yes [X] 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?
Yes [X] 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.
Dictaphone anticipates that it will report a net loss of approximately
$41.7 million for the quarter ended September 30, 2000, as opposed to net
income of $0.9 million for the quarter ended September 30, 1999. This loss
is due to a decline in revenue and an overall increase in expenses. The
decline in revenue (to $59.0 million in the third quarter of 2000 from
$95.9 million for the third quarter of 1999) is primarily attributable to
three factors: the adoption on May 1, 2000 of the business practices and
revenue recognition assumptions and estimates used by L&H, the absence of
Contract Manufacturing revenue consistent with the decision to dispose of
Manufacturing Operations (which represented $10.8 million), and lower
revenue due to the impact of the acquisition of Dictaphone by L&H (the
"Acquisition") on Dictaphone's organizational structure and product
development process caused by management's focus on incorporating new L&H
technology into Dictaphone's products. Selling and administrative expenses
increased due to higher amortization expense associated with goodwill from
the Acquisition ($22.1 million), higher C.R.S. selling expense and
corporate administrative expense. Research and development expenses also
increased reflecting increased staffing and compensation consistent with
major project development efforts.
Dictaphone Corporation
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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: November 15, 2000 By: /s/ George M. Carpenter
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Name: George M. Carpenter
Title: Assistant Secretary