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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Protein Polymer Technologies, Inc. Commission File Number 0-19724
NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] 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 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 Protein Polymer Technologies, Inc.
Former name if applicable __________________________________
Address of principal executive office (Street and number)
10655 Sorrento Valley Road
City, State and Zip Code San Diego, CA 92121
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)
[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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and form 10-KSB,
11-K, 20-F, 10-Q and Form 10-QSB, N-SAR or the transition report or portion
thereof could not be filed within the prescribed time period. (Attach extra
sheets if needed.)
The Registrant is currently (and for the past few weeks has been) in
negotiations and is preparing documents relative to a possible private placement
equity financing which, if consummated, would be expected to close within the
next two weeks. There is no assurance that the equity financing will be
consummated, or, if consummated, that it will be on terms favorable to the
Registrant. The outcome of these negotiations and the receipt or non-receipt of
the proceeds from this financing are expected to materially affect the
disclosure required in the Registrant's Form 10-KSB and impact the independent
auditor's report included therein with respect to "going concern" matters.
The Registrant has limited resources and a limited staff, and the persons
responsible for analysis and negotiation of the proposed equity financing are
the same personnel responsible for filing the Form 10-KSB. Therefore, the
Registrant is unable to file its Annual Report on Form 10-KSB for the year ended
December 31, 1997 within the prescribed time period without unreasonable effort
or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact regarding this notification
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Aron Stern 619 558-6064
(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 preceeding 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? [ ] Yes [x] 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.
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PROTEIN POLYMER TECHNOLOGIES, 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, 1998 By /S/ J. THOMAS PARMETER
__________________ ______________________________
J. Thomas Parmeter
Chairman of the Board, Chief
Executive Officer, President
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 statment 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 of the General Rules and Regulations
under the Securities and 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 the 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.
5. Electronic Filers. The form shall not be used by electronic filers unable
to file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
