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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 COMMISSION FILE NUMBER
0-19746
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR -----------------------------
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CUSIP NUMBER
279218 20 0
For Period Ended: ________________ -----------------------------
[X] 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: January 3, 1999
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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:
____________________________________________________________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
ECOSCIENCE CORPORATION
____________________________________________________________________________________________________________________________________
Full Name of Registrant
____________________________________________________________________________________________________________________________________
Former Name if Applicable
10 Alvin Court
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Address of Principal Executive Office (Street and Number)
East Brunswick, New Jersey 08816
____________________________________________________________________________________________________________________________________
City, State and Zip Code
PART II -- RULE 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 appropriate box.)
|_| | (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, 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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
See Attachment A
(Attach Extra Sheets if Needed.)
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
Philip D. Forlenza 732 741-3900
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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 the 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 Attachment B
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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 April 5, 1999 By Michael A. DeGiglio, President
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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GENERAL INSTRUCTIONS
1. This form is required by Rule 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 (ss.232.201 or ss.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).
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Attachment A
The Registrant recently completed two significant transactions. On September 30,
1998, Agro Power Development, Inc. ("APD") was merged with and into a wholly
owned subsidiary of the Registrant in a transaction accounted for as a pooling
of interests (the "Merger Transaction"). On December 31, 1998, the Company
acquired all of the outstanding common stock of four corporations, each of which
owns a 50% interest in a limited partnership in which APD is a 50% partner. This
transaction (the "Acquisition Transaction") is being accounted for under the
purchase method of accounting. As a result of (i) the significant change in the
size and scope of the Company's operations which resulting from the Merger
Transaction and (ii) complexities associated with finalizing the accounting for
the Acquisition Transaction, the Company is unable to file its Report on Form
10-K for the transition period ended January 3, 1999 on a timely basis without
unreasonable effort and expense.
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Attachment B
As noted in Attachment A, the Merger Transaction significantly increased the
size and scope of the Registrant's operations. In addition, the Acquisition
Transaction will effect the Registrant's statement of operations. As a result of
these transactions, results of operations for the six month period ended January
3, 1999 will not be comparable to the results previously disclosed for the
comparable period for the period year. For the reasons set forth in Attachment
A, an estimate of the change in results is not being made at this time.
