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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [x] - Form 10-K and Form 10-KSB [ ] - Form 11-K
[ ] - Form 10-Q and Form 10-QSB [ ] - 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:
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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.
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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
Full Name of Registrant: Strategic Diagnostics, Inc.
Former Name if Applicable: Ensys Environmental Products, Inc.
Address of Principal Executive Office (Street and Number):
128 SANDY DRIVE
(Street and Number)
NEWARK, DELAWARE 19713
(City and Zip Code)
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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 or transition report of 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 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 (attach extra
sheets if needed).
In 1996, the Registrant underwent substantial consolidation encompassing
three formerly independent companies in addition to its acquisition of two
separate product lines, the most recent activity of which was a merger that
was consummated on December 30, 1996 which was the subject of a Form S-4
filed on December 9, 1996 (File No. 333-17505) and a Form 8-K filed on January
14, 1997. As a result of the Registrant's consolidation, the Registrant is in
the process of transitioning its management personnel and has been
experiencing unforseen delays in the integration of separate financial
systems. Additionally, the Registrant has changed its independent accounting
firm as of January 29, 1997. For all of these reasons, the Registrant has
encountered delays in composing all of the required consolidated disclosures.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in reqard to this
notification:
RICHARD C. BIRKMEYER, PRESIDENT (302) 456-6789
(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
(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 statement 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.
Under generally accepted accounting principles, the consummation of the
merger between EnSys Environmental Products, Inc. and the original Strategic
Diagnostics Inc. (which was a privately held company) on December 30, 1996,
caused the Registrant to be subject to reverse merger accounting treatment.
Accordingly, the historical results that will be presented in the
Registrant's future reports will be those of the original Strategic
Diagnostics Inc. Due to merger-related charges of approximately $8,266,000 in
1996, the Registrant anticipates an increase in its net loss compared to the
net loss of $2,993,000 incurred by EnSys Environmental Products, Inc. and a
net loss of $1,226,000 incurred by original Strategic Diagnostics Inc. in
1995. The amount of net loss for 1996 has not yet been determined for the
reasons set forth in Part III above.
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STRATEGIC DIAGNOSTICS INC.
(Name of Registrant as specified in charter)
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has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1997 By:/s/ Richard C. Birkmeyer
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Richard C. Birkmeyer, President
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name 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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ATTENTION
Intentional misstatements or representations of fact constitute Federal
Criminal Violations (Sec 8 U.S.C. 1001)
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