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SEC FILE NUMBER
1-13177
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CUSIP NUMBER
03759T103
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
For Period Ended: December 31, 1997
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
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.
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 APOGEE, INC.
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Former name if applicable
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Address of principal executive office (Street and number)
1060 First Avenue Suite 410
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City, State and Zip Code King of Prussia PA 19406
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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;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
/X/ 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
(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.)
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X See Exhibit A attached hereto.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lee Hirsch, Esq. 212 880-6107
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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
(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 Exhibit B attached hereto.
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APOGEE, 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
Thereunto duly authorized.
Date March 30, 1998 By Mark Gibson, Chief Accounting Officer
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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).
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 (section 232.201 or section 232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this chapter).
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Exhibit A to Form 12b-25
As a result of unforeseen delays in connection with the preparation of the
registrant's year-end financial statements, the registrant is unable to file
its Annual Report on Form 10-K within the prescribed time period. The
Registrant cannot eliminate the reasons for its inability to file the foregoing
Report without unreasonable effort and/or expense. The foregoing Report will be
filed no later than the fifteenth calendar day following the prescribed due
date of the Report.
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Exhibit B to Form 12b-25
The registrant anticipates that it will report a change in its results of
operations for the fiscal year ended December 31, 1997 from the corresponding
period for the last fiscal year. The fiscal year ended December 31, 1997 will
reflect a net loss of approximately $61.2 million compared to a net loss of
$13.6 million in the previous fiscal year. This increase in net loss is
primarily attributable to $58.5 million in charges the registrant recorded in
connection with the sale and divestiture of its outpatient behavioral health
business.