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SEC FILE NUMBER
0-27576
CUSIP NUMBER
903896108
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[X] 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: ____________________________________
Read Attached Instruction Sheet 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:
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PART I -- REGISTRANT INFORMATION
Ultrafem, Inc.
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Full Name of Registrant
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Former Name if Applicable
130 West 42nd Street, Suite 1103
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Address of Principal Executive Office (Street and Number)
New York, NY 10036
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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
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
[X] 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 * (See attached Schedule A)
(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 Form 10-K and Form 10-KSB,
20-F, 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. (See attached
Schedule A)
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dori M. Reap/ Tonya G. Hinch (212) 921-2070
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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 attached Schedules A and B)
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Ultrafem, Inc.
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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 May 15, 1998 By /s/ Dori M. Reap
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Dori M. Reap
Office of the Chief Executive,
Senior Vice President,
Finance and Administration,
Secretary and Chief
Financial Officer
By /s/ Tonya G. Hinch
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Tonya G. Hinch
Office of the Chief Executive,
Senior Vice President,
Marketing and Sales
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Schedules to Form 12b-25
Schedule A:
On April 1, 1998, Ultrafem, Inc. (the "Company") filed a
Voluntary Petition under Chapter 11 of the Bankruptcy Code with the United
States Bankruptcy Court (the "Chapter 11 Bankruptcy Petition"). As a result of
the Chapter 11 Bankruptcy Petition and the related cash preservation measures
which the Company was required to implement, the Company does not have the
requisite resources or staff to prepare the Company's Report on Form 10-Q for
the quarter ended March 31, 1998 (the "Form 10-Q"). The Company intends to file
an application for no-action relief with the Securities and Exchange Commission
requesting, among other things, that the Company's periodic reporting
obligations under the Securities Act of 1934, as amended (the "Exchange Act"),
be modified such that, during the pendency of the Chapter 11 Bankruptcy
Petition, the Company will file under cover of a Current Report on Form 8-K,
all reports, including monthly financial reports, which are or will be required
to be filed with the Bankruptcy Courts by the Company, in lieu of filing
applicable periodic reports under the Exchange Act (including the Annual and
Quarterly Reports on Forms 10-K and 10-Q).
Schedule B:
The Company has taken significant steps to reduce its
expenses and restructure the organization. These steps include reducing its
work force, ceasing the manufacturing of its commercial product INSTEAD(R),
relocating its corporate offices and reducing its marketing expenditures. As a
result of these efforts to reduce spending, the Company anticipates that its
results of operations will reflect a reduction in revenues and losses for the
three months ended March 31, 1998 as compared to the three months ended March
31, 1997.
