Commission File No.: 0-18700
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K and Form 10-KSB |_| Form 11-K |_| Form 20-F
|X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: June 30, 2000
[ ] 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 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.
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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
Sentigen Holding Corp.
Full Name of Registrant Sentigen Holding Corp.
Former Name if Applicable Prime Cellular, Inc.
Address of Principal Executive
Office (Street and Number) 580 Marshall Street
City, State and Zip Code Phillipsburg, NJ 08865
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, 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
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)
The Company recently consummated various transactions that will affect
its financial statements. These events have significantly taxed the Company's
limited staff involved in financial management and reporting, thus delaying
preparation of the company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert A. Reinhart (908) 387-1673
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(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.
It is anticipated that the Form 10-Q will reflect the following changes in
results of operations from the prior fiscal year:
The Company's revenues for the three months ended June 30, 2000 are
expected to be approximately $1.25 million, compared to approximately
$800,000 for the three months ended June 30, 1999. The Company's revenues
for the six months ended June 30, 2000 was approximately $2.2 million,
compared to approximately $1.7 million for the six months ended June 30,
1999. The increases over these periods primarily resulted from increases in
sales of goods and increases in contract revenue. The Company expects to
record a net loss of approximately $22,000 for the three months ended June
30, 2000, compared to net income of approximately $45,000 for the three
months ended June 30, 1999. The Company recorded a net loss of
approximately $120,000 for the six months ended June 30, 2000, compared to
a net income of approximately $196,000 for the six months ended June 30,
1999. The decreases over these periods primarily resulted from increases in
other operating expenses, including expenses in Sentigen research and
development which was not present in the prior corresponding periods, as
well increases in corporate activities and provision for taxes.
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SENTIGEN HOLDING CORP.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 15, 2000 By: /s/ Robert A. Reinhart
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Robert A. Reinhart, Chief Financial
Officer and Principal Accounting 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.
<PAGE>
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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.
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 (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
