UNITED STATES
SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER
WASHINGTON, D.C. 20549 0-24496
FORM 12B-25
CUSIP NUMBER
NOTIFICATION OF LATE FILING 9A999H 4W 1
(Check One): [X] Form 10-K [ ]Form 20-F [ ]Form 11-K [ ] Form 10-Q [ ]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:
READ INSTRUCTION (ON BACK PAGE) 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
GEN/RX, INC.
Full Name of Registrant
Former Name if Applicable
1776 BROADWAY (SUITE 1900)
Address of Principal Executive Office (Street and Number)
NEW YORK, NEW YORK 10019
City, State and Zip Code
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)
(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, Form 20-F, 11-K, 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 of
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, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Company's only operating subsidiary is under receivership. The receiver
has informed the Company that it is not yet in a position to permit the
Company's auditors to begin their review of the financials.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11-91)
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JACK MARGARETEN, CFO 212 581-5100
(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
reports) been filed? If 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, state the reasons why a
reasonable estimate of the results cannot be made.
As previously disclosed in the Company's quarterly report for the period
ended September 30, 1996, the Company sold AUSA, Inc., one of the
Company's subsidiaries, and therefore, it is anticipated that a
significant change in results of operations will be reflected.
GEN/RX, 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 27, 1997 By /S/ JACK MARGARETEN
-----------------------------
Jack Margareten, 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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 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.
