NT 10-Q, 1999-05-17
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                                 UNITED STATES
                             Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                                                          SEC FILE NUMBER

                                                           CUSIP NUMBER
                                                            741916 10 0

(Check One): [_] Form 10-K     [_] Form 20-F     [_] Form 11-K   [X] Form 10-Q
             and Form 10-KSB                                     and Form 10-QSB
             [_] Form N-SAR

     For Period Ended: December 31, 1998

     [_]  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:


Prime Cellular, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant

Former Name if Applicable

580 Marshall Street
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Phillipsburg, NJ 08865
- --------------------------------------------------------------------------------
City, State and Zip Code

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 box if appropriate.)

          (a)  The reasons  described in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or

|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 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.


State below in reasonable detail why the Form 10-K and Form 10-KSB,  20-F, 11-K,
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.)

     On May 29, 1999, a  wholly-owned  subsidiary of the  registrant  was merged
(the "Merger") into Cell & Molecular Technologies,  Inc., a Delaware corporation
("CMT").  In  connection  with the Merger,  the  registrant,  which had a May 31
fiscal  year prior to the Merger,  adopted  the fiscal  year of CMT,  which is a
December 31 fiscal year.  The Form 10-Q could not be filed within the prescribed
time  period  due to  unforeseen  difficulties  arising in  connection  with its
preparation, particularly as a result of the aforesaid change in fiscal year.



(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this

        Robert A. Reinhart              908                      387-1676
     -------------------------      -----------              ------------------
              (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 report(s) 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 a  result  of  combined  operations  associated  with  the  Merger,  the
registrant  anticipates   significant  changes  to  its  consolidated  financial
statements  for the three months ended March 31, 1999,  as compared to the three
months ended March 31, 1998.

                              PRIME CELLULAR, 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:  May 15, 1999                                 By  /S/ ROBERT A. REINHART
                                                        Robert A. Reinhart, CFO

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),  evidenced of the representative's  authority
to sign on behalf of the registrant shall be filed with the form.


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-25 917 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 of 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.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  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.

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