UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-09220
CUSIP Number: 591398 10 2
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / Form N-SAR / / Form N-CSR
For Period Ended: September 30, 2003
/ / 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: ___________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
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: Not applicable.
PART I - REGISTRANT INFORMATION
Metatec, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
7001 Metatec Boulevard
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Address of Principal Executive Office (Street and Number)
Dublin, Ohio 43017
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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 Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
a) The reason 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, Form 11-K, Form N-SAR, or
/ / Form N-CSR, or 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period.
On October 17, 2003, Metatec, Inc. (the "Company") filed a voluntary
petition for reorganization under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
Southern District of Ohio in Columbus, Ohio (the "Bankruptcy Court"), Case No.
03-65902 (the "Bankruptcy Case"). The Company reported the Bankruptcy Case in a
Current Report on Form 8-K (Item 3) filed with the Securities and Exchange
Commission on October 20, 2003. During the pendency of the Bankruptcy Case, the
Company will continue to operate its business and manage its properties as a
debtor-in-possession under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code.
In connection with filing the Chapter 11 petition, the Company filed
motions with the Bankruptcy Court seeking orders for the approval of (1) the
Company receiving post-petition financing of up to $5.0 million from MTI
Acquisition Corp. ("MTI"), (2) bidding procedures with respect to the sale of
the Company's assets, and (3) the Company proceeding with the sale of its assets
to MTI in accordance with the terms of an asset purchase agreement between the
Company and MTI (referred to as the "MTI Bid"). MTI is a wholly owned subsidiary
of ComVest Investment Partners II LLC ("ComVest II"), and an affiliate of
Commonwealth Associates Group Holdings LLC. ComVest II is the Company's largest
secured creditor.
The MTI Bid provides that MTI would purchase substantially all of the
assets of the Company for a purchase price of $10.0 million, consisting of a
$9.0 million credit to ComVest II's secured-party creditor bankruptcy claim
(subject to adjustment based on letter of credit obligations) and a $1.0 million
cash payment to the bankruptcy estate, plus the assumption of certain
indebtedness and executory contracts. If MTI is the successful bidder, it has
agreed to assume the Company's obligations to repay the post-petition financing.
The MTI Bid is subject to higher and better offers.
On November 13, 2003, the Bankruptcy Court entered an Order (the
"Order") which, among other things, (1) authorized the Company to proceed with a
sale of its assets (the "Sale"), (2) established bidding procedures to be
employed in connection with the Sale (the "Bidding Procedures"), including the
approval of a break-up fee and expense reimbursement to MTI, (3) approved form
and notice of the Sale, and (4) set dates for a sale hearing and deadlines for
the filing of all objections to the Sale and all objections to the assumption by
the Company and assignment to the successful bidder of executory contracts and
unexpired leases, including any objections to cure payments proposed to be paid
in connection therewith. The Bankruptcy Court has also approved the
post-petition financing to the Company described above.
The Company is soliciting higher and better offers to the MTI Bid for
the purchase of its assets. As further set forth in the Order, in order to be
considered a "qualified offer," an offer must comply with the Bidding Procedures
and be received on
or before 5:00 p.m. (EST) on December 15, 2003. If a qualified offer is timely
received, an auction will be conducted at the offices of the Company's
attorneys beginning at 10:00 a.m. (EST) on December 17, 2003. A hearing to
approve the purchase agreement of the successful bidder is scheduled to be held
before the Bankruptcy Court on December 18, 2003, at 10:00 a.m. (EST).
After the assets of the Company have been sold to the successful
bidder, the Company will use the sale proceeds, together with any other (if any)
remaining assets, to pay administrative costs, and any remaining proceeds would
be distributed to creditors in accordance with the applicable provisions of the
Bankruptcy Code. At this time, based upon the purchase price the MTI Bid, the
Company does not believe that it will have any cash or other assets remaining to
distribute to its shareholders after making payments to its creditors.
Therefore, as previously disclosed in its filings with the Securities and
Exchange Commission, the Company does not anticipated that its shareholders will
realize any cash or other value for their common shares of the Company.
Consequently, given the current conditions and circumstances, the
Company believes that its Form 10-Q cannot be prepared without unreasonable
effort or expense, and the Company does not intend to file periodic reports
until circumstances change such that periodic reports could be prepared and
filed without unreasonable effort and expense. The Company does intend to
continue to disclose other material information through filings on Current
Reports on Form 8-K.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lisa Imondi 614 761-2000
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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
(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.
The Company's management has not made a determination as to whether or
not any of the Company's assets have been impaired as a result of the
Bankruptcy Case, described above. However, given the amount of the
purchase price of the MTI Bid in relation to book value of the
Company's assets, it is likely that the Company's assets would be
impaired as a result of the Bankruptcy Case and that the Company
would be required to recognize a writedown of assets under United
States generally accepted accounting principles.
METATEC, 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.
Dated: November 14, 2003 By /s/ Christopher A. Munro
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Christopher A. Munro, President and
Chief Executive Officer