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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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OMB Number: 3235-0058
Expires: March 31, 2006
Estimated average burden hours
per response........2.50
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FORM 12B-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
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CUSIP NUMBERs
019855 30 3
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(CHECK ONE): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period
Ended: March 31, 2006
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|_| 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.
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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:
PART I -- REGISTRANT INFORMATION
Tutogen Medical, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
One Progress Boulevard
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Address of Principal Executive Office (STREET AND NUMBER)
Alachua, Florida 32615
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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
|X| | 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 or portion thereof, could not be filed
within the prescribed time period.
Tutogen Medical, Inc. (the "Company") has announced that it is
conducting a review of its previously reported financial statements for the
fiscal years ended September 30, 2003, 2004 and 2005, and the 2006 first fiscal
quarter ended December 31, 2005, as a result of an error discovered by
management in the accounting of actual costs associated with inventory purchased
from its German subsidiary. Management presented its findings to the Company's
Audit Committee and is continuing to examine the Company's accounting for such
transactions. The Company anticipates a restatement of such financial
statements. As a result, the Company was not in position to timely file its
Quarterly Report on Form 10-Q for the second quarter ended March 31, 2006 by May
15, 2006, and does not expect to file such Quarterly Report within the 5-day
extension period permitted by Rule 12b-25 under the Securities Exchange Act of
1934, as amended.
(Attach extra Sheets if Needed)
SEC 1344 PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
(03-05) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
L. Robert Johnston, Jr. (386) 462-0402
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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
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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 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.
Based on current information, as a result of the error, inventory in
each fiscal years 2003, 2004, and 2005 and the 2006 first fiscal quarter ended
December 31, 2005 was overstated by up to $800,000. Additionally, as a result of
selling the intercompany inventory at a higher cost than actual, earnings for
the cumulative period from October 1, 2003 to December 31, 2005 were understated
by approximately $300,000 to $1,000,000. The accounting error is not expected to
have an adverse effect on the Company's business outlook for future fiscal
periods nor impact the Company's future cash flows from operations.
To reflect the Company's revised financial information, including the
estimated revised financial results just described, the Company anticipates that
its previously issued financial statements for fiscal years ended September 30,
2003, 2004, and 2005 contained in the Company's Annual Report on Form 10-K for
such years, and the Company's quarterly financial statements for the 2006 first
quarter ended December 31, 2005 contained in the Company's Quarterly Report on
Form 10-Q will be restated in amended filings with the Securities and Exchange
Commission (the "SEC").
For more information regarding these matters, please see our Current
Report on Form 8-K, dated May 16, 2006, filed with the SEC.
The foregoing statements and estimates contained herein that disclose
the Company's or its management's intentions, expectations or predictions of the
future, including expected restatement adjustments to previously issued
consolidated financial statements are forward-looking statements. The actual
amounts and effects of the Company's restatement adjustments, and the actual
dates for the Company's amended SEC filings, could differ materially from those
projected in such forward-looking statements. [GRAPHIC OMITTED]
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TUTOGEN MEDICAL, 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.
Date: May 16, 2006 By: /s/ Guy L. Mayer
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Guy L. Mayer
Chief Executive 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
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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