U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[x] Form 10-K [ ] Form 20F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 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: Not Applicable
--------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
Full Name of Registrant: NOCOPI TECHNOLOGIES, INC.
Address of Principal 537 Apple Street
Executive Office: West Conshohocken, PA 19428
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) [Section 23,047], 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) (i) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due date;
or
[ ] (ii) 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.
[x] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
As reported on Registrant's Form 8-K filed on or about March 26, 2002,
Registrant has recently engaged new independent public accountants. The
accountants so engaged have not completed their audit of Registrant's financial
statements for the year ended December 31, 2001 and so currently are unable to
furnish their report thereon.
PART IV - OTHER INFORMATION
(1) Name and address of person to contact in regard to this notification:
Thomas F. Hurley, Esq.
Hangley Aronchick Segal & Pudlin
One Logan Square - 27th Floor
Philadelphia, PA 19103
Telephone: (215) 496-7056
(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 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.
Registrant's net loss for the year ended December 31, 2001 increased to
approximately $830,000 from approximately $383,000 in the prior year. The
increase in net loss resulted primarily from a decrease in revenues (from
approximately $1,231,000 to approximately $772,000) and gross margin (from
approximately $621,000 to approximately $406,000) accompanied by an increase in
general and administrative expenses (from approximately $433,000 to
approximately $690,000). The increase in general and administrative expenses
primarily reflected increased professional fees and expenses resulting from
ongoing litigation relating to Registrant's former affiliate, Euro-Nocopi, S.A.,
and the decrease in revenues and gross margin reflected the loss of license fees
previously paid by Euro-Nocopi in connection with sales to European users of
Registrant's technologies.
NOCOPI TECHNOLOGIES, INC.
--------------------------
(Name of Registrant)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 28, 2002 By: /s/ Rudolph A. Lutterschmidt
--------------- --------------------------------
Rudolph A. Lutterschmidt,
Chief Financial 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.