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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-19472
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CUSIP NUMBER
15115610
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(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, 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: _______________________
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
CELLPRO, INCORPORATED
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Full Name of Registrant
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Former Name if Applicable
22215 26TH AVENUE SE
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Address of Principal Executive Office (Street and Number)
BOTHELL, WA 98021
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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, 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
[x](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)
On June 16, 1998, plaintiffs in that certain litigation captioned The Johns
Hopkins University, Baxter Healthcare Corporation and Becton Dickinson and
Company v. CellPro, Incorporated filed a motion in the United States District
Court for the District of Delaware seeking an order directing the Company to
provide security for an award of attorney's fees estimated at $8,000,000. As a
result, the Company and its independent accountants, Coopers & Lybrand, require
additional time to determine the possible legal outcomes and accounting
implications of the plaintiff's new motion.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
MARK HANDFELT (425) 485-7644
(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.
CellPro, Incorporated
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(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, 1998 By /s/ Richard D. Murdock
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Richard D. Murdock
President, Chief Executive Officer
and Director
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[COOPERS & LYBRAND LETTERHEAD]
EXHIBIT TO FORM 12b-25
On June 16, 1998, plaintiffs in certain litigation captioned The Johns Hopkins
University, Baxter Healthcare Corporation and Becton Dickinson and Company v.
CellPro, Incorporated filed a motion in the United States District Court for
the District of Delaware seeking an order directing the Company to provide
security for an award of attorney's fees estimated at $8,000.00. As a result,
we require additional time to determine the possible legal outcomes and
accounting implications of the plaintiff's new motion and the resulting impact
on our audit report and the financial statements of CellPro, Incorporated as of
and for the year ended March 31, 1998.
COOPERS & LYBRAND LLP
Seattle, Washington
June 29, 1998
