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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File
Number (1-10113)
FORM 12b-25
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: December 31, 1999
[ ] 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 Transaction Period Ended:_______________________________________________
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 HALSEY DRUG CO., INC.
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
695 No. Perryville Road
_________________________________________
City, State and Zip Code
Rockford , Illinois 61107
_________________________________________
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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)
[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 or semi-annual report,
transition report on Form 10-K, 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.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period.
On March 29, 2000, the Company completed a certain Product Purchase
Agreement and a Loan Agreement (the "Agreement") with Watson Pharmaceuticals,
Inc. ("Watson"). The Product Purchase Agreement provided for the Company's sale
to Watson of its rights and title to a pending Abbreviated New Drug Application
for a product filed with the U.S. Food and Drug Administration for $13.5
million. At the same time, the Company executed various supply agreements that
provide for the Company's supply of the active ingredient and finished dosage
of the product to Watson. Additionally, in a related transaction, Watson agreed
to provide the Company with a $17.5 million term loan to facilitate the
completion of certain facility improvements to enable the Company to satisfy
its obligations under the supply agreements and for other general corporate
purposes, including, without limitation, working capital.
The Company disclosed the execution of the various agreements with
Watson pursuant to a Press Release dated March 30, 2000 and will file a Current
Report on Form 8-K with the Securities and Exchange Commission on or before
April 13, 2000.
In addition, on March 22, 2000, the Company completed a certain Lease
Termination Agreement with its landlord for the Company's Brooklyn, New York
manufacturing facility. Under the terms of the Lease Termination and Settlement
Agreement, the Company is required to pay a termination payment of $1,150,000,
pay rent through August 31, 2000, and provide for $200,000 in plant repair
expenses. In exchange, the Company is permitted to cancel the lease term on or
after August 31, 2000, which lease term would have otherwise continued until
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December 31, 2005. As part of the early termination of the Company's Brooklyn,
New York leased facility, the Company will be ceasing operations at such site
and will take a one time charge against earnings of approximately $3,220,000.
This one time charge will be included in the Company's results for the fourth
quarter of 1999 when filed with the Company's Form 10-K for the year ended
December 31, 1999.
The Company disclosed the execution of the Lease Termination and
Settlement Agreement pursuant to a Press Release dated March 22, 2000 as well as
in the filing of a Current Report on Form 8-K with the Securities and Exchange
Commission on March 24, 2000.
Prior to the execution of the agreements with Watson, the Company
lacked sufficient working capital and sources of financing necessary to satisfy
its current liabilities, including trade payables and accounts payable to its
outside professionals, including its independent certified public accountants.
Following the consummation of the Agreement, the Company has been able to
satisfy a substantial portion of its outstanding liabilities and accounts
payable, including making arrangements for the satisfaction of fees and expenses
owed to its independent certified public accountants.
As a result of the negotiation and closing of the agreements with
Watson and the Brooklyn Lease Termination and Settlement Agreement through
February and March, 2000, the Company was unable to timely close its books for
the fiscal year ended December 31, 1999. As a result, the Company was unable to
engage its independent auditors to complete their audit for fiscal 1999 in order
to permit the filing of the Company's 10-K by March 30, 2000. The Company's
books have recently been closed and the Company's independent auditors are in
the process of finalizing their audit. As indicated above, it is Management's
belief that the Form 10-K for the fiscal year ended December 31, 1999 will be
filed on or before the 15th calendar day following its prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
<TABLE>
<S> <C> <C>
Peter Clemens, Chief Financial Officer (815) 399-2060
(Name) (Area Code) (Telephone Number)
</TABLE>
(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, please 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 No [X ]
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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.
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HALSEY DRUG CO., INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 30, 2000 By: /S/ PETER CLEMENS
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Peter Clemens, Vice President
and Chief Financial Officer
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