U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): SEC File Number
|_| Form 10-K and Form 10-KSB |_| Form 20-F 0-10621
|_| Form 11-K |X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: December 31, 2002
|_| Transition Report on Form 10-K Cusip Number
|_| 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 Attached Instruction Sheet 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
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: CAPRIUS, INC.
Former Name If Applicable: N/A
One Parker Plaza, Fort Lee, New Jersey 07024
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Address of Principal Executive Office (Street and Number),
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)
|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 or 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 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 the Form 10-K and 10-KSB, 20-F,
11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof could
not be filed within the prescribed period.
SUBSEQUENT TO THE CLOSE OF ITS SEPTEMBER 30, 2002 FISCAL YEAR, REGISTRANT
CHANGED THE NATURE OF ITS BUSINESS UPON CLOSING TWO SIGNIFICANT TRANSACTIONS,
ONE BEING THE SALE OF PRINCIPAL ASSETS OF ITS OPUS DIAGNOSTICS DIVISION AND THE
OTHER BEING THE ACQUISITION OF A MAJORITY INTEREST IN M.C.M. ENVIRONMENTAL
TECHNOLOGIES, INC., A PRIVATE COMPANY. THESE TRANSACTIONS ARE MATERIAL TO THE
FINANCIAL PRESENTATION. THIS FORM 10-QSB WILL BE REGISTRANT'S FIRST FINANCIAL
REPORT TO SHOW THESE TRANSACTIONS OTHER THAN AS SUBSEQUENT EVENTS AS THE MCM
ENVIRONMENTAL TECHNOLOGIES, INC. TRANSACTION ONLY TOOK PLACE ON DECEMBER 17TH,
2002. DELAYS HAD BEEN ENCOUNTERED IN OBTAINING AND IN PRESENTING THE NECESSARY
FINANCIAL INFORMATION, THEREBY DELAYING THE COMPLETION OF THE FINANCIAL
STATEMENTS.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jonathan Joels (201) 592-8838
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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 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.
The results of operations for the first quarter of fiscal 2003 will
show the results of the Opus Diagnostics division as discontinued operations and
will be consolidated for Registrant's interest in M.C.M. Environmental
Technologies, Inc.
CAPRIUS, 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
thereunto duly authorized.
Date: February 14, 2003 By: /s/ Jonathan Joels
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Name: Jonathan Joels
Title: 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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