<PAGE>
<PAGE>
SEC File Number: 0-19737
CUSIP Number: 655260 10 7
FORM 12b-25
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
(Check One)
[X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
- --------------------------------------------------------------------------------
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: Noel Group, Inc.
Former name if applicable: N/A
Address of Principal
Executive Office (Street and Number): 667 Madison Avenue
New York, NY 10021
Part II - Rules 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)
<PAGE>
<PAGE>
[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 or Form 10-KSB, Form
20-F, Form 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or
Form 10-QSB, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed
due date; and
[X] (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 or
10-KSB, 20-F, 11-K, 10-Q or 10-QSB, N- SAR or the transition report or
portion thereof, could not be filed within the prescribed time period.
Arthur Andersen LLP, Noel's independent public accountants, have
advised Noel by letter dated March 27, 1997, that they cannot issue their audit
report on Noel's financial statements as of December 31, 1996 because the audit
of Staffing Resources, Inc., an investee of Noel, is not complete.
See Exhibit 1
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification:
Todd K. West (212) 371-1400
-----------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 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,
- 2 -
<PAGE>
<PAGE>
state the reasons why a reasonable estimate of the results
cannot be made.
See Exhibit 2
NOEL GROUP, 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: March 31, 1997 /s/ Todd K. West
----------------------------
Todd K. West
Vice President -
Finance, Chief Financial
Officer, Secretary and
Treasurer
- 3 -
<PAGE>
<PAGE>
Exhibit 1
Arthur Andersen LLP
1345 Avenue of the Americas
New York, NY 10105-0032
March 27, 1997
Mr. Todd K. West
Chief Financial Officer
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021
Dear Todd:
We cannot issue our audit report on the financial statements of Noel Group, Inc.
as of December 31, 1996 because the audit of Staffing Resources, Inc., an
investee of Noel Group, Inc., is not complete.
Very truly yours,
ARTHUR ANDERSEN LLP
BY: /s/ John J. Waters
- ----------------------
John J. Waters
<PAGE>
<PAGE>
Exhibit 2
Noel reported a net loss of $22.1 million for the fiscal year
ended December 31, 1995. Noel anticipates reporting a net loss of approximately
$.5 million for the fiscal year ended December 31, 1996. The decrease in the net
loss is attributable to the improved operating performance of certain of Noel's
subsidiaries.
