SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-21325
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NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: DECEMBER 31, 2001
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For Transition Period Ended:
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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
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Full Name of Registrant: SYSTEMONE TECHNOLOGIES INC.
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Former Name if Applicable:
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Address of Principal Executive Office
(Street and Number): 8305 N.W. 27TH STREET, SUITE 107
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City, State and Zip Code: MIAMI, FLORIDA 33122
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PART II - RULE 12b-25(b) AND (c)
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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, 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
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.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or portion thereof could not be filed within the
prescribed time period.
SEE ATTACHMENT HERETO
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
STEVEN M. HEALY (305) 593-8015
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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 the 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.
SEE ATTACHMENT HERETO
SYSTEMONE TECHNOLOGIES INC.
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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: April 2, 2002 By: /s/ PAUL I. MANSUR
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Name: Paul I. Mansur
Title: Chief Executive Officer
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ATTACHMENT TO FORM 12b-25
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2001
PART III - NARRATIVE
For the fiscal year ended December 31, 2001, SystemOne Technologies Inc. (the
"Company") dismissed KPMG, LLP as its auditors and retained in its place BDO
Seidman, LLP, requiring the Company to obtain audit reports and consents from
both firms in connection with the filing of the Annual Report on Form 10-KSB for
such fiscal year. In the process of obtaining KPMG, LLP's report and consent
with respect to the fiscal year ended December 31, 2000, to be included in such
Form 10-KSB, such firm revaluated the classification of certain expenses related
to the fiscal year ended December 31, 2000, and required the Company to
reclassify such expenses as more fully described below, which determination was
communicated to the Company immediately prior to the deadline for filing the
Form 10-KSB thereby leaving the Company with insufficient time to process such
reclassification and related disclosures. The reclassification involves reducing
restructuring and other charges related to inventory write offs by approximately
$660,000 and increasing cost of sales for the year ended December 31, 2000 by an
equal amount with no net effect on operating loss or net loss.
PART IV - OTHER INFORMATION
(3) The Company anticipates that it will report a significant material change in
its results of operations for the year ended December 31, 2001 as compared to
its results of operations for the year ended December 31, 2000 as a result of
the following. On November 14, 2000, the Company entered into a Marketing and
Distribution Agreement as amended and restated as of March 8, 2001 (the
"Exclusive Marketing Agreement"), with Safety-Kleen Systems, Inc., a wholly
owned subsidiary of Safety-Kleen Corp. (collectively, "Safety-Kleen").
Under the Exclusive Marketing Agreement, Safety-Kleen was appointed the
exclusive distributor of SystemOne(R) parts washer equipment in the United
States, Puerto Rico, Canada and Mexico (the "Territory") and provides for
minimum annual purchases escalating from 10,000 units during each of the first
two years to 18,000 units during the fifth year at specified prices.
In connection with the Exclusive Marketing Agreement, the Company restructured
its operations beginning in November 2000 with a major emphasis on eliminating
its national sales and service infrastructure resulting in a significant
reduction in operating expenses.
As a result of operating under the Exclusive Marketing Agreement and the related
restructuring, the Company expects to report a profit from operations of
$2,464,097 and a net loss attributable to common shares of $4,194,970 for 2001
as compared to a loss from operations of $17,462,582 and a net loss attributable
to common shares of $21,999,545 for 2000.
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