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Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Commission File Number 0-9613
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NOTIFICATION OF LATE FILING
(Check one): |_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
|_| Form N-SAR
For Period Ended: September 30, 1997
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|_| Transition Report on Form 10-K |_| Transition Report on Form 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:
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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.
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 Nuclear Research Corporation
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Former name if applicable
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Address of principal executive office (Street and number)
125 Titus Avenue
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City, state and zip code Warrington, Pennsylvania 18976
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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;
|
| (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.
*See the Registrant's response to Part III.
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 thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
During Registrant's quarter ended September 30, 1997, the
Registrant's Chief Financial Officer, Controller and Staff Accountant, each of
whom performed functions critical to the Registrant's preparation of its
periodic reports, left the employ of the Registrant (for unrelated reasons). The
Registrant is a small company and the staffing shortages created by the
departure of these employees left the Registrant unable to input inventory
information into the Registrant's inventory control system in sufficient time to
allow preparation of the subject Quarterly Report on Form 10-Q and filing of the
Form 10-Q by its prescribed due date without unreasonable effort or expense.
The Registrant will attempt to file the subject Quarterly
Report on Form 10-Q on or before the 5th calendar day following the prescribed
due date for such report or as soon thereafter as reasonably practicable.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Mark K. Kessler, Esquire (215) 977-2576
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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 the
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.
Based upon a preliminary review of the raw inventory and sales
data that is available for the subject reporting period, Management anticipates
a significant change in the results of operations occurred for the three months
ended September 30, 1997 compared with the three months ended September 30,
1996.
It is anticipated that net sales will decrease to
approximately $1.2 million for the three months ended September 30, 1997 from
$4.4 million for the three months ended September 30, 1996. It is also
anticipated that there will be loss from operations for the three months ended
September 30, 1997 compared to income of $126,562 for the three months ended
September 30, 1996. It is anticipated that the decreases in net sales and net
income (loss) from operations for the three months ended September 30, 1997 is
attributable to (a) the Registrant's inability to ship a new product to the
Government during the subject reporting period, (b) a decrease in orders
received, (c) delays in the shipment of several commercial contracts, (d) delays
in the Registrant's realization of the benefits of its cost reduction efforts
and (e) the Registrant's continued investments toward the development of
opportunities for growth.
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Nuclear Research Corporation
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(Name of Registrant as Specified in Charter)
Has cause this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 17, 1997 By /s/ Carl G. Katz
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Carl G. Katz
Treasurer 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).
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