UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 --------------------------
| OMB APPROVAL |
|OMB NUMBER 3235-0058|
FORM 12b-25 |EXPIRES JANUARY 31, 2002|
|ESTIMATED AVERAGE BURDEN |
NOTIFICATION OF LATE FILING |HOURS PER RESPONSE 2.50|
--------------------------
-----------------
| SEC FILE NUMBER |
| 0-8623 |
|-----------------|
| CUSIP NUMBER |
| 771074-10-1 |
------------------
(CHECK ONE): [ ] FORM 10-K [ ] FORM 20-F [ ] FORM 11-K [X] FORM 10-Q
[ ] FORM N-SAR
For the Period Ended: March 31, 2001
[ ] 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: N/A
PART I REGISTRANT INFORMATION
Full Name of Registrant
ROBOTIC VISION SYSTEMS, INC.
Former Name if Applicable
SOLID PHOTOGRAPHY, INC.
Address of Principal Executive Office
5 Shawmut Road
Canton, MA 02021
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;
|
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
X | 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 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.
|
(d) PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof could not be filed
within the prescribed period.
Please see Exhibit A attached hereto and forming a part hereof.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Pat Costa, Chairman, President
and Chief Executive
Officer, (781) 302-2439
----------------- ----------------------------
(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). [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 statement 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.
The Registrant expects the results of operations for the quarter
ended March 31, 2001 will be down from the results of operations for the
corresponding period in 2000; but, in light of the restatement, it does not
expect to announce results for the quarter ended March 31, 2001 until May
21, 2001.
ROBOTIC VISION SYSTEMS, INC. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: May 16, 2001 By: /s/ Frank D. Edwards
--------------------------
Frank D. Edwards
Chief Financial Officer and Treasurer
EXHIBIT A
The Form 10-Q is being delayed to allow the Registrant to restate
its financial results for the fiscal year ended September 30, 2000 and for
the three month period ended December 31, 2000 to correct certain
accounting errors involving the recognition of revenue at its Acuity
CiMatrix division. At this time, the Registrant estimates that as a result
of the restatement, the revenue for the fiscal year ended September 30,
2000 to be approximately $223.5 million, or 1.9% less than that reported
earlier and the net income for such period to be approximately $10.9
million, or 10.6% less than that reported earlier. The Registrant also
estimates the revenue for the quarter ended December 31, 2000 to be
approximately $32.6 million, or 0.8% more than that reported earlier and
the net loss for such period to be approximately $13.8 million, or 0.7%
less than that reported earlier.
The actual restated results will be available upon the completion
of the audit by the Registrant's outside auditors. Results for the quarters
of the fiscal year ended September 30, 2000 will be adjusted accordingly.
The restatement results from a review by the Registrant's audit committee
with the assistance of outside counsel and auditors.
Deloitte & Touche LLP
200 Berkeley Street
Boston, Massachusetts
Deloitte
& Touche
EXHIBIT B
May 16, 2001
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Robotic Vision Systems, Inc.
Form 12b-25 - Notification of Late
Filing of March 31, 2001 Form 10-Q
Dear Ladies and Gentlemen:
This letter will serve to confirm that we, as the independent public
accountants of Robotic Vision Systems, Inc. have read Part III of the Form
12b-25 referenced above and are in agreement with the statements made
therein. We will be unable to complete our review of the financial
statements for the quarter and six months ended March 31, 2001 until we
have completed our procedures with respect to the restatements of the
Company's financial statements described in Part III.
Very truly yours,
/s/ Deloitte & Touche LLP