U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No.: 0-22401
CUSIP Number: 09064Q106
(Check One):
|_| Form 10-K and Form 10-KSB
|_| Form 20-F
|_| Form 11-K
|X| Form 10-Q and Form 10-QSB
|_| Form N-SAR
For Period Ended: June 30, 1999
|_| 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 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:
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Part I -- Registrant Information
Full Name of Registrant Bionx Implants, Inc.
Former Name if Applicable
Address of Principal Executive Office 1777 Sentry Parkway West
(Street and Number) Gwynedd Hall, Suite 400
City, State and Zip Code Blue Bell, Pennsylvania 19422
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
Forms 10-K, 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 Forms 10-K, 10-KSB,
11-K, 10-Q, 10-QSB, N-SAR, or the transition report, or portion thereof, could
not be filed within the prescribed time period. (Attach Extra Sheets if Needed)
Bionx Implants, Inc. will be unable to timely file its
Quarterly Report on Form 10-Q for the period ended June
30, 1999 because of the recent resignation of its Chief
Financial Officer and the resolution of certain
accounting issues. Bionx's Chief Financial Officer
stopped working for Bionx on July 26, 1999. Prior to
his resignation, the Chief Financial Officer was the
primary person responsible for preparing Bionx's
quarterly reports. His abrupt resignation has resulted
in other Bionx employees being required to both prepare
Bionx's quarterly financial statements and the 10-Q in
a very short time period. In addition, Bionx and its
independent public accountants just resolved certain
complex accounting issues this morning which will have
a material effect on Bionx's financial condition and
operations. These issues include special charges to be
taken by Bionx related to the restructuring of its
operations and organization and certain asset
<PAGE>
reevaluations. Accordingly, Bionx's inability to timely
file its 10-Q could not be eliminated by it without
unreasonable effort or expense. Bionx believes that is
has made a good faith attempt to file its 10-Q in a
timely manner, but due to the factors described above
the filing will be delayed.
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Michael Grossman, Esq. (973) 597-2500
(attorney to and authorized
representative of Bionx Implants, Inc.)
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(Name and Title) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 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
(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.
Bionx Implants, Inc. announced today its operating
results for the second quarter of 1999. Revenues for
the second quarter were $5.0 million, as compared with
$5.2 million for the second quarter of 1998. Bionx
reported a net loss of $3.6 million, or $.40 per share,
as compared with net income of $443,000, or $.05 per
share, during the second quarter of 1998. Revenues for
the first six months were $10.0 million, as compared
with $9.7 million for the first six months of 1998.
Bionx reported a net loss of $4.4 million, or $.50 per
share, as compared with net income of $772,000, or $.08
per share, during the first six months of 1998. The
results for the second quarter and the six month period
include special charges of $1.2 million, or $.13 per
share, related to the restructuring of Bionx's
operations and organization and for certain asset
reevaluations.
Bionx Implants, 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: August 16, 1999 By: /s/ Michael Grossman
Name: Michael Grossman
Title: Authorized Representative of
Bionx Implants, Inc.
- ----------------------------------ATTENTION-------------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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<PAGE>
BIONX IMPLANTS, INC.
TO: Michael Grossman, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
FROM: Gerard Carlozzi
President
Bionx Implants, Inc.
DATE: August 16, 1999
RE: Form 12b-25
________________________________________________________________________________
This memorandum authorizes you to serve as Bionx' authorized
representative for the purpose of completing, signing, and filing Form 12b-25
with the SEC with respect to Bionx's Quarterly Report on Form 10-Q for the
period ended June 30, 1999.
