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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC.
FORM 12B-25
Commission File Number: 005-41183
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: September 27, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-K [ ] 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: NutraMax Products, Inc.
Former name if applicable
________________________________________________________________________________
Address of principal executive office (Street and number): 9 Blackburn Drive
City, State and Zip Code: Gloucester, Massachusetts 01930
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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 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 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.
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 portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
NutraMax Products, Inc. (the "Company") is unable to meet its filing
date for the form 10-K for the year ended September 27, 1997 without
unreasonable effort or expense. The Company is filing this Form 12b-25 to
request additional time to complete the required disclosure regarding the
Company's acquisition of the first aid products business of American White
Cross, Inc. and Weaver Manufacturing Corporation (the "American White Cross
Acquisition"), which occurred late in the Company's fourth quarter. The
Company intends to file the Form 10-K within the time period specified by
Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert F. Burns, Chief Financial Officer, (978) 283-1800
(2) Have all other periodic reports required under Section 13 or 14(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).
[ ] Yes [X] No
Amendment to Form 8-K dated September 11, 1997 relating to the
American White Cross Acquisition to include required pro forma and
audited historical financial information.
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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?
[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.
The Company's total debt increased to $89,893,000 at September 27,
1997, as compared to $26,278,000 at September 28, 1996. This increase in
total debt reflects the additional debt incurred in connection with the
repurchase of the Company's common stock from MEDIQ Incorporated and the
American White Cross Acquisition. The increase in debt resulted in
interest expense of $5,042,000 for the year ended September 27, 1997 as
compared to $1,479,000 for the year ended September 28, 1996.
Gross Profit for the year ended September 27, 1997 was $22,603,000 or
24% of net sales, as compared to $22,793,000 or 28% of net sales for the
year ended September 28, 1996. This decrease in gross margin is primarily
attributable to a delay in the completion of a major capital expansion
program at the Company's Cough/Cold division. New product capacity,
centered around a new continuous cooking line used to manufacture cough
drops, became operational later than planned. This delay, coupled with
increased Cough/Cold product orders, resulted in delayed shipments and
under absorbed labor and overhead.
The foregoing resulted in net income of $2,262,000 or $.37 per fully
diluted share for the year ended September 27, 1997, as compared to
$5,683,000 or $.66 per fully diluted share for the year ended September 28,
1996.
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NUTRAMAX PRODUCTS, INC.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized:
Date: December 29, 1997 By: /s/ Robert F. Burns
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Robert F. Burns
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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