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Washington, D.C. 20549 --------------------------
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SEC FILE NUMBER
FORM 12b-25 001-10058
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NOTIFICATION OF LATE FILING CUSIP NUMBER
033-066101
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(Check One):[X]Form 10-K [_]Form 20-F [_]Form 11-K [_]Form 10-Q [_]Form N-SAR
For Period Ended: December 31, 2000
[__] 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:_________
PART I - REGISTRANT INFORMATION
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;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-K, 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, 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.)
The Annual Report on Form 10-K for the fiscal year ended December 31, 2000 could not be filed within the prescribed time period because the Registrant was unable, without unreasonable effort or expense, to finalize its annual financial data.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
Ted C. Filley 619-557-2777
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(Name) (Area Code + Telephone Number)
(2) Have all other period 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 [_] Yes [X] No
file such reports) been filed? If the answer is no, identify report(s).
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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 [_] Yes [X] No
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 reasonable estimate of the results cannot be made.
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 29, 2001 By: /s/ Ted C. Filley
______________________________ ______________________________________
Ted C. Filley, Chief Financial Officer
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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.
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission Files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.
Part IV - OTHER INFORMATION.
(2) On January 12, 2001 the Company filed a Form 8-K in connection with its purchase of substantially all the assets of the company formerly known as Noveaon, Inc., a Delaware corporation , from a Chapter 11 bankruptcy estate as approved by the United States Bankruptcy Court for the Eastern District of Pennsylvania (Bankruptcy No. 00-18821 BIF). The Company is required to amend such Form 8-K reporting this transaction and supplement the report with financial statements for the business acquired within seventy-five days of January 12, 2001. As of the date of this notification, the Company was unable to prepare such financial statements.