CELTRIX PHARMACEUTICALS INC
NT 10-K, 1999-06-29
PHARMACEUTICAL PREPARATIONS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                               ---------------------------------
NOTIFICATION OF LATE FILING                             SEC FILE NUMBER
                                                            0-18976
                                               ---------------------------------

                                               ---------------------------------
                                                          CUSIP NUMBER
                                                           151186103
                                               ---------------------------------

                                    (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: March 31, 1999
           [ ] 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: ___________________________

     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

                          Celtrix Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant

                                       N/A
- --------------------------------------------------------------------------------
Former Name if Applicable

                          2033 Gateway Place, Suite 600
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

                               San Jose, CA 95110
- --------------------------------------------------------------------------------
City, State and Zip Code


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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.

Part III - Narrative

State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed period. (Attach Extra Sheets
if Needed)

     Registrant was not able to file its Annual Report on Form 10-K for the year
     ended March 31, 1999 because its financial audit is not complete.

Part IV - Other Information

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

         Donald D. Huffman                (408)                    988-2500
             (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?   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.


<PAGE>   3




                          CELTRIX PHARMACEUTICALS, 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:  June 29, 1999             By /s/Donald D. Huffman
                                 -------------------------------
                                 Donald D. Huffman
                                 Vice President, Finance and Administration,
                                 Chief Financial Officer and Assistant
                                 Secretary (Principal Financial and
                                 Accounting Officer)



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