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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number O-20652
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] 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.
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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
AccuMed International, Inc.
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Full Name of Registrant
Alamar Biosciences, Inc.
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Former Name if Applicable
900 N. Franklin St., Ste. 401
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Address of Principal Executive Office (Street and Number)
Chicago, IL 60610
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City, State and Zip Code
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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 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
[ ] (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 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.)
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Joyce L. Wallach 916 443-6800
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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 answer
is no, identify report(s).
[X] Yes [ ] No
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(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?
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.
[ ] Yes [X] No
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AccuMed International, 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
hereunto duly authorized.
Date March 31, 1998 By /s/ Leonard R. Prange
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Leonard R. Prange
Chief Financial Officer
and Chief Operating Officer
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EXHIBIT 1 TO FORM 12-25
PART III
AccuMed International, Inc. (the "Company") is unable to file its Annual
Report on Form 10- K for the fiscal year ended December 31, 1997 (the "Form
10-K") primarily because management's time and efforts have recently been almost
totally focused on efforts to comply with the requirements for continued listing
of the Company's Common Stock on the Nasdaq SmallCap Market. On January 29,
1998, a hearing regarding possible delisting of the Company's Common Stock from
the Nasdaq National Market was held before the Oral Hearings Panel. On January
30, 1998, Peter P. Gombrich resigned as Chairman, Chief Executive Officer and
President of the Company, and the Board of Directors appointed Paul F. Lavallee
to fill such positions. The Board then also decided to adopt new and different
strategies for achieving compliance with Nasdaq's continued listing
requirements. Effective February 19, 1998, the Common Stock was moved to the
Nasdaq SmallCap Market pursuant to a temporary exemption from the initial
listing requirements and the Company was advised that, in order for the Common
Stock to remain thereon, the Company would have to file a report with the
Securities and Exchange Commission by March 20, 1998 evidencing an increase in
net tangible assets to $7,000,000, among other things. Therefore, effective
February 23, 1998, the Company exchanged (the "Note Exchange") $5,275,000 in
principal amount of the Company's 12% Convertible Promissory Notes due 2000
together with the right to receive an aggregate of $329,030 in accrued and
unpaid interest thereon for 1,245,340 shares of Series A Convertible Preferred
Stock and warrants to purchase 1,245,340 shares of Common Stock (thus increasing
the Company's net tangible assets). On March 19 and March 23, 1998, the Company
consummated the private placement (the "Private Placement") of an aggregate of
8,686,666 shares of Common Stock and warrants to purchase an aggregate of
8,686,666 shares of Common Stock for net proceeds of approximately $5,910,000
(thus increasing net tangible assets). On March 20, 1998, the Company filed a
Current Report of Form 8-K describing such transactions and evidencing
compliance with the net tangible assets requirement. The Note Exchange and the
Private Placement resulted in hundreds of pages of exhibits required to be filed
with the Annual Report on Form 10-K. In addition, with this Form 10-K, the
Company is switching from disclosure as a small business issuer to disclosure as
a regular registrant. Because management's time and attention has been so
occupied, it would not be possible to timely file the Form 10-K without
unreasonable effort or expense.
The reasons causing the inability to file timely could not be eliminated
by the registrant without unreasonable effort or expense. The subject annual
report will be filed no later than the fifteenth calendar day following the
prescribed due date.