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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
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SEC FILE NUMBER
0-9065
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NOTIFICATION OF LATE FILING
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CUSIP NUMBER
38114510 1
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(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q [_] Form
N-SAR
For Period Ended: August 31, 1998
[ ] 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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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
Golden Pharmaceuticals, Inc.
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Full Name of Registrant
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Former Name if Applicable
3000 West Warner Avenue
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Address of Principal Executive Office (Street and Number)
Santa, Ana, California 92704
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City, State and Zip Code
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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 appropriate box)
[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 of 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, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to timely complete the information required for the
presentation of its Annual Report on Form 10-KSB for the period ended August 31,
1998 due to the negotiation of several transactions during the last quarter of
the fiscal year.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary P. Pryor (714) 843-0294
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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
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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.
Golden Pharmaceuticals, 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 November 30, 1998 By /s/ Gary P. Pryor
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Gary P. Pryor,
Vice President, Finance
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PART IV - OTHER INFORMATION
3. The Registrant believes that there will be a significant
change in the results of operations for the fiscal year ended
August 31, 1998 from the year ended August 31, 1997, an
estimate of which is set forth below. The results for the 1997
fiscal year included a $6,210,434 gain from the sale of the
Registrant's radiopharmaceutical division in April 1997.
Results for the 1998 fiscal year were negatively impacted by
decreased sales by Pharma Labs LLC and Quality Care
Pharmaceuticals, Inc. as well as a $3,509,847 goodwill
impairment charge in the current period and a $693,275 unusual
change impairment less associated with Pharm Labs.
GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
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1998 1997
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<S> <C> <C>
NET SALES $ 6,443,863 $ 11,957,841
COST OF SALES 5,302,545 8,146,734
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GROSS MARGIN 1,141,318 3,811,107
Selling, general and administrative expense 6,819,170 6,394,291
Unusual charge - impairment loss 693,275 --
Goodwill impairment change 3,509,847 --
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OPERATING LOSS (9,880,974) (2,583,184)
OTHER INCOME/ (EXPENSE)
Interest expense (598,160) (1,456,439)
Joint venture loss (125,741) (71,358)
Gain in disposal of division -- 6,210,434
Gain (loss) on disposal of assets 112,074 (2,048)
Other income 99,786 96,507
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TOTAL OTHER INCOME (EXPENSE) (512,041) 4,777,096
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INCOME (LOSS) BEFORE INCOME TAX EXPENSE (10,393,015) 2,193,912
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INCOME TAX EXPENSE 7,714 642,390
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INCOME (LOSS) BEFORE MINORITY INTEREST (10,400,729) 1,551,522
MINORITY INTEREST 582,969 269,404
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NET INCOME (LOSS) $ (9,817,760) $ 1,820,926
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</TABLE>
See Notes to Consolidated Financial Statements
