THIS DOCUMENT IS A CONFIRMING COPY OF THE FORM 12b-25 FILED ON OCTOBER 2,
1996 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC File Number:
0-19746
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CUSIP Number:
279218 10 1
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(Check One): /X/Form 10-K / /Form 20-F / /Form 11-K
/ /Form 10-QSB / /Form N-SAR
For Period Ended: June 30, 1996
/ / 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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Read Instruction (on back page) 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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant:
EcoScience Corporation
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Former Name if Applicable:
n/a
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Address of Principal Executive Office (Street and Number):
10 Alvin Court
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City, State and Zip Code:
East Brunswick, New Jersey 08816
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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 or
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 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 12b025(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.
EcoScience Corporation (the "Company") completed a private
placement of 1,040,000 shares of its Common Stock which raised
$1.3 million of gross proceeds on September 27, 1996. The
Company used the majority of the proceeds to repay an outstanding
lease obligation at a discount. As the Company's key personnel
have been devoting their efforts to completing the private
placement and to negotiating the favorable settlement of the
lease obligation, the Company has not yet finalized its Form 10-K
for the fiscal year ended June 30, 1996.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification:
Harold A. Joannidi (908) 432-8200
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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 report(s) been
filed? If answer is no, identify reports.
/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.
EXPLANATION OF ANTICIPATED CHANGE
The net loss for EcoScience Corporation (the "Company") for
the 1996 fiscal year was ($587,000) or ($0.06) per share as
compared to a net loss of ($15,094,000) or ($1.71) per share for
the 1995 fiscal year. Included in the 1996 fiscal year results
was a reversal of accrued restructuring charges of $1,550,000 or
$0.17 per share resulting from a favorably negotiated termination
of the Company's Worcester, Massachusetts facility lease. Also
included in the 1996 fiscal year was an extraordinary gain on
early extinguishment of debt of $241,000 or $0.03 per share
relating to the settlement of $501,000 of EcoScience Produce
Systems Corp. acquisition debt. Excluding the restructuring
reversal, the extraordinary gain on debt extinguishment, interest
expense-net of ($358,000) and other non-operating income-net of
$47,000, the Company had a 1996 fiscal year operating loss of
($2,067,000) or ($0.23) per share. This represents a 76%
reduction when compared to the operating loss for fiscal year
1995 of ($8,449,000) or ($0.96) per share after excluding from
the 1995 net loss the asset valuation and restructuring charge of
($6,000,000) or ($0.68) per share, interest expense-net of
($464,000) and other non-operating expenses-net of ($181,000).
Product sales for the 1996 fiscal year were $14,151,000 as
compared to $12,335,000 for the 1995 fiscal year.
The Company achieved a reduction of 88% in its net loss for
the 1996 fourth fiscal quarter as compared to the same period in
the prior year. The net loss for the three months ended June 30,
1996 was ($1,047,000) or ($0.11) per share as compared to a net
loss of ($8,442,000) or ($0.95) per share for the same period in
the prior year. Included in the 1995 fourth fiscal quarter
financial results was an asset valuation and restructuring charge
of ($6,000,000) or ($0.68) per share. Excluding the asset
valuation and restructuring charge, interest expense-net of
($151,000) and other non-operating expenses-net of ($177,000),
the Company had a 1995 fourth quarter operating loss of
($2,114,000) or ($0.24) per share. Comparatively, for the 1996
fourth quarter, excluding interest expense-net of ($51,000) and
other non-operating expenses-net of ($19,000), the Company had an
operating loss of ($977,000) or ($0.10) per share, which
represents a 54% reduction when compared to the 1995 operating
loss. Product sales for the quarter ended June 30, 1996 were
$2,697,000 as compared to $2,901,000 for the quarter ended June
30, 1995, which represents a 7% reduction due primarily to the
temporary cessation of Bio-Path (REGISTERED TRADEMARK) Cockroach
Control Chamber sales and certain seasonality factors.
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ECOSCIENCE CORPORATION
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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: September 30 1996 By: /s/ Harold A. Joannidi
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Harold A. Joannidi, Treasurer
and Secretary
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.
ATTENTION
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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.
