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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-19472
CUSIP NUMBER
15115610
(Check One)
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form
10-QSB [ ] Form N-SAR
For Period Ended: September 30, 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
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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;
[ ] (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)
On October 28, 1998, as noted in the Company's Current Report on Form 8-K filed
on November 3, 1998, the Company filed a voluntary petition as debtor and debtor
in possession under Chapter 11 of the United States Bankruptcy Code, Case No.
98-13604 in the United States Bankruptcy Court for the Western District of
Washington, Judge Karen Overstreet presiding. Because the Company is in the
process of liquidating and has severely curtailed its operations, the Company
does not have adequate resources or personnel to complete the Quarterly Report
on Form 10-Q. Accordingly, the Company is not able to finalize its financial
statements and management's discussion and analysis of financial condition and
results of operations disclosure as required by Part I, Items 1 and 2 of the
Form 10-Q. The Company will be unable to comply fully with the reporting
requirements of the Securities Exchange Act of 1934, as amended, until the
Company completes the bankruptcy proceedings.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
MARK HANDFELT (425) 489-8702
(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.
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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: November 11, 1998 By /s/ Mark J. Handfelt
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Name: Mark J. Handfelt
Title: Executive Vice President, General
Counsel and Acting Chief
Operating Officer
