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Commission File Number 0-11480
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
CUSIP NUMBER
(Check One): /x/ Form 10-KSB / / Form 20-F / / Form 11-K
/ / Form 10-Q / / Form N-SAR
For Period Ended: September 30, 2000
/ / 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:
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
Cellex Biosciences, Inc.
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Full Name of Registrant
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Former Name if Applicable
8500 Evergreen Boulevard
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Address of Principal Executive Office (Street and Number)
Coon Rapids, Minnesota 55433
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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 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 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, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
In May 2000, the Registrant acquired a portion of the business of Unisyn
Technologies, Inc. Accordingly, the Registrant's management has focused its
energy on the integration of the Registrant's business with the Unisyn business.
The Registrant has been delayed in integrating the Unisyn business because the
former management and accounting staff of Unisyn resigned and, thus, the present
management team has had difficulty compiling financial information regarding the
results of operations of Unisyn. Therefore, the Registrant is unable to timely
file its Form 10-KSB for its fiscal year ended September 30, 2000.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas F. Belleau (201) 816-8900
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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 reports) been filed? If answer is no,
identify report(s). / / Yes /x/ No
On August 14, 2000 the Registrant filed a current report on Form 8-K/A,
however, the Registrant was unable to include certain financial information
required by the rules and regulations of the Securities Exchange Act of
1934.
(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 earnings statements to be included in the Registrant's Annual Report
on Form 10-KSB for the year ended September 30, 2000, as compared to the
Registrant's Annual Report on Form 10-KSB for the year ended September 30,
1999, will reflect significant changes in the Registrant's results of
operations because of the adoption of "fresh start reporting" for the
Registrant and the acquisition of the Unisyn business, as described above.
For the fiscal year ended September 30, 2000, the Registrant expects to
report total assets of approximately $9,778,000 and a total loss of
approximately $2,709,000. In comparison, for the fiscal year ended September
30, 1999, the Registrant reported total assets in the amount of $6,242,000
and, for the two months ended September 30, 1999, a total loss in the amount
of $197,000.
Cellex Biosciences, 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: December 28, 2000 By /s/ Thomas F. Belleau
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Thomas F. Belleau,
Chief Financial Officer
