UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 1-8568
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(Check One):
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/X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q / / Form N-SAR
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For Period Ended: December 31, 1997
[ ] 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 Instructions (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.
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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 1 - REGISTRANT INFORMATION
IGI, Inc.
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Full Name of Registrant:
N/A
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Former Name if Applicable:
Wheat Road & Lincoln Avenue
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Address of Principal Executive Office (Street and Number)
Buena, NJ 08310
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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 box if appropriate)
(a) The reasons 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, 11-K, 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
/X/ 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 the Form 10-K, 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)
IGI, Inc. (the "Company") was unable to file its Annual Report on Form 10-K by
the March 31, 1998 due date as it has not completed the procedures it deems
necessary to prepare its financial statements. On March 27, 1998, the Company's
Board of Directors engaged special counsel to investigate information which may
have a material impact on the Company's financial reporting for 1997 and prior
periods and authorized special counsel to engage independent accountants to
assist them in such investigation. Also, the Company was unable to complete its
financial statements prior to reaching an agreement with its bank lenders to
obtain a waiver of defaults of certain covenants contained in its bank credit
agreement at year end 1997 and to extend the expiration date of its credit
agreement to December 31, 1998. The Company and its bank lenders signed a term
sheet to this effect on March 30, 1998.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kevin J. Bratton 609 697-1441
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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 proceeding 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 / /
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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 statement to be included in the subject report or portion thereof?
Yes /X/ No / /
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If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reason why a reasonable estimate
of the results cannot be made.
Based on its review of operations to date, the Company expects that it will
incur a pretax loss ranging from $2.7 to $3.2 million for the fourth quarter of
1997, resulting in a pretax loss for fiscal 1997 ranging from $1.0 to $1.5
million. The expected loss is attributable primarily to lower-than-expected
poultry vaccine sales during period, certain inventory write-offs, additional
reserves for accounts receivable and notes receivable, and legal and related
expenses incurred in connection with the previously announced USDA OIG
investigation. The estimated loss for 1997 could be lower, or higher if
additional write-offs or charges are required in connection with completion of
1997 audit. Income before taxes was $29,000 for fiscal 1996.
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IGI, 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: April 1, 1998
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By: Kevin J. Bratton
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Vice President and Treasurer
INSTRUCTIONS: 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 misstatement or omission of
fact constitute Federal Criminal Violation
(See 18 U.S.C. 1001).
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