RHEOMETRIC SCIENTIFIC INC
NT 10-Q, 1996-05-15
MEASURING & CONTROLLING DEVICES, NEC
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                FORM 12b-25
                                     
                                           Commission File Number   0-14617
                                     
                        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: March 31, 1996

[  ]  Transition Report on Form 10-K         [  ]  Transition Report on
Form 10Q
[  ]  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 sheets 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:               N/A

                      PART I.  REGISTRANT INFORMATION
                                     
Full name of registrant       Rheometric Scientific, Inc.
Former name if applicable
Address of principal executive office (Street and number)   One Possumtown
Road
City, State and Zip Code Piscataway, New Jersey   08854

                     Part II. Rule 12b-25 (b) and (c)

     If the subject report could not be filed without unreasonable efforts
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check appropriate box.)

[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
  of 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 From 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, 10-
Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.  (Attach extra sheets if needed.)

The Form 10-Q could not be filed within the prescribed time period because
the Company was in the process of obtaining certain information to be
disclosed within the financial statements, and management's discussion
analysis.
<PAGE>

                        PART IV.  OTHER INFORMATION

     (1) Name and telephone number of person to contact in regard to this
notification

John C. Fuhrmeister, Vice President, Finance & Administration (908) 560-
8550      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?
                                        [   ]  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.

                                  Rheometric Scientific, 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 May  14, 1996                  By         /s/ J C Fuhrmeister
                                           John C. Fuhrmeister, Assistant
                                            Secretary and Vice President,
                                            Finance & Administration

          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

     International misstatements or omissions of a 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, D.C. 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 Regulation S-T or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T.



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