UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-8496
CUSIP NUMBER
192432102
(Check one): [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q
[ ]Form 10-D [ ]Form N-SAR [ ]Form N-CSR
For Period Ended: December 31, 2005
[ ]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:
PART I - REGISTRANT INFORMATION
Cognitronics Corporation
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Full Name of Registrant
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Former Name if Applicable
3 Corporate Drive
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Address of Principal Executive Office (Street and Number)
Danbury, Connecticut 06810
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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)
[X] (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 subject distribution report on Form 10-D, 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, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
In the fourth quarter of 2005 the Company acquired a subsidiary and
disposed of discontinued operations. Additional time was needed to
file a complete and accurate Form 10-K.
PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this
notification
Garrett Sullivan
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(Name)
203-830-3400
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(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). Yes [X] 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? Yes [x] No [ ]
In the fourth quarter of 2005, income from continuing operations was
$.2 million versus $2.1 million in the 2004 period. The decrease was
due to lower revenues and higher research and development expenses
(including the expensing of purchased research and development of
$.7 million). A press release was issued on March 31, 2006.
Cognitronics Corporation
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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 April 3, 2006
By
/s/ Garrett Sullivan
--------------------
Garrett Sullivan
Treasurer and 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.