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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Notification Of Late Filing
of
Form 10-K for Fiscal Year Ended December 31, 1997
COMMISSION FILE NO. 001-11352
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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Part I. REGISTRANT INFORMATION.
DYNAGEN, INC.
(Full Name of Registrant)
840 MEMORIAL DRIVE
(Address of Principal Executive Office)
CAMBRIDGE, MA 02139
(City, State and Zip Code)
Part II. RULES 12B-25(B) AND (C).
The registrant hereby seeks relief under Rule 12b-25(b) and in support
thereof states that:
(a)The reasons for the late filing of the subject
report that are described in Part III of this form could not
be eliminated without unreasonable effort or expense; and
(b)The subject Annual Report on Form 10-K will be
filed on or before the fifteenth calendar day following the
prescribed due date.
Part III.NARRATIVE.
DynaGen, Inc. (the "Company") is unable to meet its filing
deadline for the Form 10-K for the year ended December 31,
1997 without unreasonable effort or expense. The Company has
been informed by its independent auditors that additional time
is needed to complete the audit, the results of which will
affect the Company's Form 10-K and financial disclosure to be
included therein. Therefore, the Company is requesting an
extension on this Form 12b-25. 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.
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Part IV. OTHER INFORMATION.
(1)Name and telephone number of person to contact in regard
to this notification:
Dhananjay G. Wadekar (617) 491-2527
(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
during the preceding 12 months been filed?
(X) ( ) 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?
(X) Yes (see explanation below) ( ) No
If so, attach 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 had revenues of approximately $0.4 million for the
six-month transition period ended December 31, 1996, and had a net loss of
approximately $4.3 million. The Company's financial statements for 1997 will
reflect, for the first time, an entire year of consolidated operations of the
Company's subsidiary Able Laboratories, Inc. and approximately six months of
operations of the Company's subsidiary, Superior Pharmaceutical Company. These
acquisitions, and the Company's business activities during 1997, are expected to
cause a significant change in the Company's results of operations from the
twelve months ended December 31, 1996. Through the third quarter of 1997, the
Company had reported revenues of approximately $7.4 million, an operating loss
of approximately $7.1 million and a net loss of approximately $7.6 million.
Until the audit is completed and all necessary adjustments are made to the
Company's financial statements, revenue or net loss for the full year cannot be
expressed with certainty.
* * *
DynaGen, Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: March 31, 1998 By /S/ DHANANJAY G. WADEKAR
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Dhananjay G. Wadekar
Executive Vice President
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Wolf & Company, P.C.
One International Place
Boston, MA 02109
March 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.S.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c)
under the Securities and Exchange Act of 1934 and in satisfaction of item (c) of
Part II of Form 12b-25.
We are the independent auditors of DynaGen, Inc. (the "Registrant").
The Registrant has stated in Part III of its filing on Form 12b-25 that it is
unable to timely file, without unreasonable effort or expense, its Annual Report
on Form 10-K for the year ended December 31, 1997 because our Firm has not yet
completed our audit of the financial statements of the Registrant for the year
ended December 31, 1997 and is therefore unable to furnish the required opinion
on such financial statements.
We hereby advise you that we have read the statements made by the
Registrant in Part III of its filing on Form 12b-25 and agree with the
statements made therein. We are unable to complete our audit of the Registrant's
financial statements and furnish the required opinion for a timely filing as we
are still in the process of obtaining and analyzing evidential matter pertaining
to the Registrant's acquisition and financing activities and management's
business plans for the fiscal year ending December 31, 1998. Therefore, we have
not yet had sufficient time to complete the auditing procedure which we consider
necessary in these circumstances.
Very truly yours,
/s/ Wolf & Company, P.C.
