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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER 33-94420
CUSIP NUMBER 749922-AC-4
(CHECK ONE): ( X ) Form 10-K ( ) Form 11-K ( ) Form 20-F
( ) Form 10-Q ( ) 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:
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
Full name of registrant: RXI HOLDINGS, INC.
Former name if applicable: N/A
Address of principal executive office (STREET AND NUMBER):
11111 SANTA MONICA BLVD., SUITE 270
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City, State and Zip Code:
LOS ANGELES, CA 90025
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.)
[X] (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, 11-K, 20-F or Form N-SAR, or portion thereof will be filed on or
before the 15th 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
[X] (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, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
SEE ATTACHED SHEET.
PART IV
OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
MARVIN LIEBMAN, CHIEF FINANCIAL OFFICER
(310) 473-7005
(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
(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.
RXI HOLDINGS, INC.
(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: SEPTEMBER 30, 1996
RXI HOLDINGS, INC.
By: /s/ LEON FARAHNIK
________________________________
LEON FARAHNIK
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
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ATTACHMENT TO FORM 12B-25 OF
RXI HOLDINGS, INC.
DATED SEPTEMBER 30, 1996
______________________________
PART III
The Registrant is unable to file its Annual Report on Form 10-K for the
year ended June 30, 1996 on September 30, 1996, without unreasonable effort
and expense, because additional time is required to complete the financial
statements and the audit thereof for such period.
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