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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): |X| Form 10-K |_| Form 11-K |_| Form 20-F
|_| Form 10-Q |_| Form N-SAR
For Period Ended: June 30, 1999
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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
|X| 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.
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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 fiscal year ended June 30, 1999,
Registrant entered into an Agreement and Plan of Merger dated as of June 16,
1999 among the Registrant, Aptec Instruments Ltd. and Aptec Acquisition Corp.
("Mergeco"), whereby the Registrant is to merge (the "Merger") with and into
Mergeco, with Mergeco continuing as the surviving corporation. The Registrant's
shareholders approved the Merger at a special meeting of shareholders held on
September 9, 1999.
The consummation of the Merger is contingent upon the
satisfaction of a number of closing conditions, including the procurement of
replacement bank financing and industry-related governmental approvals. The
Registrant is a small company and the staffing shortages created by its efforts
to satisfy all closing conditions relating to the Merger left the Registrant
unable to prepare the subject Annual Report on Form 10-KSB and file the Form
10-KSB by its prescribed due date without unreasonable effort or expense.
The Registrant will attempt to file the subject Annual Report
on Form 10-KSB on or before the 15th calendar day following the prescribed due
date for such report or as soon thereafter as reasonably practicable.
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
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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 statements to be included in the subject report or
portion thereof?
|_| Yes |X| 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.
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 September 30, 1999 By: /s/ Earl M. Pollock
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Earl M. Pollock
President
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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