U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ X] Form 10-K or Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q or
Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q [or Form 10-QSB]
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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
GSE Systems, Inc.
Full Name of Registrant
Fomer Name if Applicable
9189 Red Branch Rd.
Address of Principal Executive Office (Street and Number)
Columbia, Maryland 21045
City, State and Zip Code
Part II---Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort 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 or Form 10-KSB, 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 or transition report on Form 10-Q [or Form
10-QSB], or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountants statement or other exhibit required by the Rule 12b-25(c
) has been attached if applicable.
Part III- Narrative
The Company prepared its Form 10-K and related exhibits using the Microsoft Word
software package. The Word document was finalized by noon on March 30, 2000, the
filing due date. However, when the document was loaded into the EDGAR reporting
system, the following problems were encountered with the formatting:
o All of the Consolidated Financial Statements and tables presented in the
Notes to Consolidated Statements and other sections of the 10-K were
unreadable and had to be reconstructed manually within EDGAR.
o The margins for every paragraph of every document had to be reset in EDGAR.
(The Form 10-K is approximately 220 pages, including exhibits.)
o Numerous characters such as apostrophes, quotation marks, and copyright
marks were not readable by the EDGAR program and had to be deleted or
retyped. (The total number of these errors exceeded EDGAR'S count
capability)
The administrator who was responsible for loading the document into EDGAR had no
previous experience with the reporting system. Despite working on the document
for 12 hours on March 30, 2000 trying to meet the reporting deadline, we were
not able to resolve all of the reporting format issues until the afternoon of
March 31, 2000, whereupon the Form 10-K was filed electronically with the SEC.
Upon discussions with our auditors, we have subsequently learned that
approximately 85% of their clients send this document to an outside source for
formatting prior to loading it into EDGAR.
Part IV Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Jeffery G. Hough 410-772-3600
(2) Have all other periodic reports required under Section [X] Yes [ ] No
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 no identify report(s).
(3) Is it anticipated that any significant change in results [ ] Yes [X] No
of operation from the corresponding period for the last
year will be reflected by the earnings statements to be
included in the subject report or portion thereof? If
so: attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonalbe estimate of the results
cannot be made.
GSE Systems, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2000 By: /s/ JEFFERY G. HOUGH
Jeffery G. Hough
Senior Vice President
and Chief Financial Officer