SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 0-11274
NOTIFICATION OF LATE FILING
(Check One): /x/ Form 10-K / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
For Period Ended: JUNE 30, 1999
/ / Transition Report on Form 10-K / / Transition Report on From 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended: ____________________________________
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.
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
Full name of registrant PHARMACEUTICAL FORMULATIONS INC.
------------------------------------------------------
Former name if applicable
------------------------------------------------------
460 PLAINFIELD AVENUE
- -------------------------------------------------------------------------------
Address of principal executive office (STREET AND NUMBER)
EDISON, NJ 08818-1904
- -------------------------------------------------------------------------------
City, state and zip code
PART II
RULE 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;
/x/ (b) The subject annual report, semi-annual report, transition report
on Form 10- K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th 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 Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
PHARMACEUTICAL FORMULATIONS, INC. (THE "COMPANY") COULD NOT COMPLETE
ITS FILING ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1999 (THE 1999 10-K") DUE
TO A DELAY IN OBTAINING AND COMPILING INFORMATION REQUIRED TO BE INCLUDED IN THE
1999 10-K, WHICH DELAY COULD NOT BE ELIMINATED BY THE COMPANY WITHOUT
UNREASONABLE EFFORT AND EXPENSE. THE DELAY IS CAUSED BY THE WORK NECESSARY TO
COMPLETE THE AUDIT AND BY NEGOTIATIONS WITH THE COMPANY'S LENDERS REGARDING
REQUESTED WAIVERS OF CERTAIN COVENANT VIOLATIONS UNDER THE COMPANY'S EXISTING
CREDIT FACILITY. THE COMPANY BELIEVES THAT IT WILL BE ABLE TO OBTAIN AND FILE
SUCH INFORMATION BY THE 15TH CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
CLIFFORD STRAUB (732) 985-7100
- -------------------------------------------------------------------------------
(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 reports(s).
/ / Yes /x/ No
THE COMPANY HAS NOT FILED ITS QUARTERLY REPORTS ON FORM 10-Q FOR THE PERIOD
ENDED MARCH 31, 1999. THE COMPANY ALSO EXPECTS TO RESTATE ITS FINANCIAL
STATEMENTS INCLUDED IN ITS QUARTERLY REPORTS ON FORM 10-Q FOR THE PERIODS ENDED
SEPTEMBER 30, 1998 AND DECEMBER 31, 1998.
(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.
THE COMPANY REPORTED A PROFIT IN FISCAL YEAR 1998. THE COMPANY
ANTICIPATES REPORTING A LOSS IN FISCAL YEAR 1999. THE AMOUNT OF SUCH LOSS CAN
NOT BE CALCULATED AT THIS TIME SINCE IT DEPENDS, IN PART, ON WHETHER WAIVERS
REQUESTED WITH RESPECT TO COVENANT VIOLATIONS UNDER THE COMPANY'S EXISTING
CREDIT FACILITY WILL BE GRANTED.
PHARMACEUTICAL FORMULATIONS, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date SEPTEMBER 28, 1999 By: /S/ CLIFFORD STRAUB
--------------------------- -------------------
Clifford Straub
Senior Vice President-Chief
Administrative Officer 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (SEE 18 U.S.C.1001).
GENERAL INSTRUCTIONS
(1) This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
(2) One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files. (3)
A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
(4) Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
(5) ELECTRONIC FILERS. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule 202
of Registration S-T or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
