<PAGE>
Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Commission File Number 0-9613
------
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: December 31, 1997
----------------------------------------------
|_| 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:
-------------------------------------
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 Nuclear Research Corporation
-------------------------------------------------------
Former name if applicable
- ------------------------------------------------------------------------------
Address of principal executive office (Street and number)
125 Titus Avenue
- ------------------------------------------------------------------------------
City, state and zip code Warrington, Pennsylvania 18976
------------------------------------------------------
<PAGE>
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).
During the Registrant's quarter ended December 31, 1997, the Registrant hired
a new Chief Financial Officer but was unable to fill the other two recently
vacated positions in its accounting department. The time and efforts of the
Registrant's Chief Financial Officer are currently diverted to certain
business matters that are critical to the Registrant, primarily concerning the
Registrant's banking relationship and liquidity issues. The Registrant is a
small company and the staffing shortages described above, combined with the
increased demands placed on the Registrant's Chief Financial Officer, have
resulted in the Registrant's inability to prepare and file the subject
Quarterly Report on 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.
<PAGE>
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
- ------------------------------------------------------------------------------
(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 December 31, 1997 compared with the three months ended
December 31, 1996.
It is anticipated that net sales will decrease to
approximately $2,724,106 for the three months ended December 31, 1997 from
$2,750,331 for the three months ended December 31, 1996 due to a decrease in
orders received. It is also anticipated that there will be a decrease in loss
from operations from a loss of $770,138 for the three months ended December
31, 1996 to a loss of approximately $425,000 for the three months ended
December 31, 1997 as a result of the Registrant's cost reduction efforts.
<PAGE>
Nuclear Research Corporation
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date February 18, 1998 By /s/ Carl G. Katz
----------------- ------------------------------------------
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).
