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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
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CUSIP NUMBER
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(Check One):
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1996
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[ ] 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:
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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
MERIS LABORATORIES, INC.
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Full Name of Registrant
N/A
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Former Name if Applicable
2890 ZANKER ROAD
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Address of Principal Executive Office (Street and Number)
SAN JOSE, CALIFORNIA 95134
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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, Form 11-K or Form N-SAR, or
| portion thereof, will be filed on or before the fifteenth calendar
| day following the prescribed due date; or the calendar day
| following the prescribed due date; and subject quarterly report
| of 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 Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
In March 1997, the Registrant entered into an agreement with BTS L.L.C., a
subsidiary of Price Waterhouse LLP, to provide the Registrant assistance in
seeking a corporation turnaround or business combination. In connection with its
efforts, the Registrant has made recent management changes including the
appointments of Dennis Simon as its President and Chief Executive Officer and
Phil Tremonti as its Chief Financial Officer. As a result, the Registrant has
not been able to finalize its financial statements relating to the Annual Report
on Form 10-K for the year ended December 31, 1996. There can be no assurance
that the Registrant will return to profitability or that the Registrant will be
successful in effecting a business combination.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thurman Jordan 408 434-9200 ext.3722
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(Name) (Area Code) (Telephone Number)
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(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
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(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. (See Exhibit A)
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Meris Laboratories, Inc.
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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: April 1, 1997 By: /s/ Thurman Jordan
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Thurman Jordan
Senior Vice President - Finance
(Duly authorized 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.
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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EXHIBIT A
FOR PART IV - OTHER INFORMATION (3)
The Registrant expects to record losses for its fiscal year ended December
31, 1996 resulting from increased competition in the clinical laboratory
industry, downward pressure on reimbursement rates, accounts receivable
collection issues, and on-going litigation and investigation.
Based on the preliminary unaudited estimate, net losses totaled
approximately $13 million and $25 million for the three and twelve month periods
ended December 31, 1996, respectively, as compared to $8.9 million and $14.2
million for the same periods in 1995. The significant increase in the estimated
losses during the fourth quarter resulted to a large extent from the year end
write-down for impairment of long-lived assets. The Registrant was not able to
file its Annual Report on Form 10-K for the year ended December 31, 1996 on
March 31, 1997 and anticipates to file such Report on or before April 15, 1997.
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