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SEC FILE NUMBER: _______
CUSIP NUMBER:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / Form N-SAR
For Period Ended: December 31, 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:____________________________________________
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.
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
PharmaGenics, Inc.
________________________________________________________________________________
Full Name of Registrant
________________________________________________________________________________
Former Name if Applicable
Four Pearl Court
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Allendale, NJ 07401-1623
________________________________________________________________________________
City, State and Zip Code
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)
(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
/X/ 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 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 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)
As a result of the Registrant's limited financial and personnel resources,
the report could not be completed and filed within the prescribed time period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
A. Steven Franchak, Vice President and Chief Financial Officer (201)
______________________________________________________________ _____
(Name) (Area Code)
818-1000
________
(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 reports) 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?
/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.
It is anticipated that, primarily as a result of a decrease in revenues from
research collaborations, the Registrant will report revenues of
approximately$1.4 million for 1996 as compared to approximately $2.9 million
in 1995, and a net loss of approximately $4.75 million, or ($10.49) per
share, in 1996 as compared to approximately $3.4 million, or ($7.49) per
share, in 1995. In addition, it is anticipated that the report of the
Registrant's independent public accountants on the Registrant's financial
statements as of and for the year ended December 31, 1996 will include an
explanatory paragraph discussing the fact that the Registrant's financial
condition raised substantial doubt as to the ability of the Registrant to
continue as a going concern.
________________________________________________________________________________
PharmaGenics, Inc.
____________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 27, 1997 By /s/ A. Steven Franchak
__________________________ _________________________________________
A. Steven Franchak, Vice President and Chief
Financial 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
