UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-29372
CUSIP NUMBER 69364J 10 3
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 2002
|_| 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:______________
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.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Concero Inc.
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Full Name of Registrant
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Former Name if Applicable
40 Fulton Street
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Address of Principal Executive Office (Street and Number)
New York, New York 10038
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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;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 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 why forms 10-K, 20-F, 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)
Concero Inc. represents that it is unable to timely file its Form 10-K for the
period ended December 31, 2002 without unreasonable effort and expense because
the company is in the process of dissolution and currently has only one paid
employee. The company initially anticipated that the dissolution would be
completed prior to March 31, 2003, the due date of such report, but the company
delayed the liquidation process in order to consider an alternative transaction.
The company requested relief from the Commission with respect to the filing of
such report, but the Commission has denied such request. The company represents
that such annual report on Form 10-K will be filed no later than the fifteenth
calendar day following the prescribed due date of such annual report.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kevin Kurtzman (212) 513-7777
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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.
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Concero Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 2003 By /s/ Kevin Kurtzman
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Kevin Kurtzman, President and Chief
Executive Officer
INSTRUCTION: The form may be signed by an executive officer or 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.
2
NARRATIVE RESPONSE TO PART III, ITEM 4:
The Board of Directors of Concero Inc. announced on August 14, 2002 that it had
effectively ceased all operations as of such date, except those necessary to
effect an orderly liquidation and dissolution of the company. Consequently, the
results of operations for the year ended December 31, 2002 will vary
significantly from the results of operations for the year ended December 31,
2001. In an effort to reduce its administrative expenses and, ultimately,
thereby maximize any potential liquidating distributions to stockholders, the
company has retained only one employee since December 31, 2002. In addition,
based on the pending dissolution, the company adopted the liquidation basis of
accounting and sought relief from the Commission for its obligation to file the
Form 10-K and to instead report only financial and other material information
from time to time as warranted by the circumstances. Such Commission relief was
recently denied and the company has not completed financial statements as of or
for the period ended December 31, 2002. Accordingly, the company is unable to
provide a reasonable estimate of the results of operations for the year ended
December 31, 2002.