1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number
------------
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1999
--------------------------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] 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
AccuMed International, Inc.
- ------------------------------------------------------------------------------
Full Name of Registrant
- ------------------------------------------------------------------------------
Former Name if Applicable
920 North Franklin Street, Suite 420
- ------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Chicago, IL 60610
- ------------------------------------------------------------------------------
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 Rules 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, 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
[X] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
2
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
AccuMed entered into a License and Development Agreement with Ventana
Medical Systems, Inc. on March 24, 2000. On March 29, 2000, AccuMed entered
into a Patent and Technology License and Registration Rights Agreement with a
third-party, to be publicly announced on April 4, 2000. Each of these
agreements constitute material contracts of AccuMed. AccuMed's management was
required to devote a substantial amount of time and attention to the drafting
and negotiations of these agreements during the same time that management was
working on the year-end audit and preparation of the 1999 financial statements.
The contractual obligations of the other parties to pay AccuMed fees and
royalties, as well as to purchase product and parts from AccuMed's inventory
have a material impact on AccuMed's financial condition.
AccuMed's independent auditors require additional time to review these
agreements and their impact on AccuMed's financial condition prior to issuing
their opinion on AccuMed's financial statements. A statement to this effect
from KPMG LLP is attached as an exhibit hereto.
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Paul F. Lavallee (312) 642-9200 x501
--------------------------------------- ----------- ------------------
(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 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 of 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.
- ------------------------------------------------------------------------------
AccuMed International, Inc.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 30, 2000 By /s/ Paul F. Lavallee
--------------------------- -------------------------------------
Chairman and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
- ------------------------------------------------------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
- ------------------------------------------------------------------------------
(Attach Extra Sheets If Needed)
3
EXHIBIT 1
March 29, 2000
AccuMed International, Inc
Chicago, Illinois
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by AccuMed International, Inc. on or about March
30, 2000, which contains notification of the registrant's inability to file its
Form 10-K by March 30, 2000. We have read the Company's statements contained in
Part III therein and we agree with the stated reasons as to why we have been
unable to complete our audit and report on the financial statements for the year
ended December 31, 1999, to be included in Form 10-K.
Very truly yours,
/s/ KPMG LLP