APOGEE INC
NT 10-Q, 1998-05-15
SPECIALTY OUTPATIENT FACILITIES, NEC
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                                                            SEC FILE NUMBER
                                                                1-13177
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                                                              CUSIP NUMBER
                                                                03759T103
                                                        ------------------------
                                                        
                                 UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                 FORM 12b-25

                         NOTIFICATION OF LATE FILING

  (Check One): / / Form 10-K    / / Form 11-K    / / Form 20-F    /X/ Form 10-Q

              / /  Form N-SAR

For Period Ended:  March 31, 1998
                 --------------------------------------------------------------

/  /  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: 
                                 ----------------------------------------------


     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: 
                                                        -----------------------

- -------------------------------------------------------------------------------


                       PART I.  REGISTRANT INFORMATION

Full name of registrant      APOGEE, INC.    
                        -------------------------------------------------------

Former name if applicable

- -------------------------------------------------------------------------------

Address of principal executive office (Street and number)
     1060 First Avenue   Suite 410
- -------------------------------------------------------------------------------

City, State and Zip Code   King of Prussia   PA  19406
                         ------------------------------------------------------


                      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.)

- ------------------------------------------------------------------------------
   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
- -------------------------------------------------------------------------------
     (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?
                                                              /   / 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.

- -------------------------------------------------------------------------------


                                  APOGEE, 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  May 14, 1998         By       Mark D. Gibson, Chief Accounting 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).

                            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).


<PAGE>   3




                           Exhibit A to Form 12b-25


        As a result of unforeseen delays in connection with the preparation of
the Registrant's quarterly Financial Statements, the Registrant is unable to
file its Quarterly Report Form 10-Q within the prescribed time period. The
Registrant can not eliminate the reasons for its inability to file the
foregoing reports without unreasonable effort and/or expense. The foregoing
report will be filed no later than the fifth calendar day following the
prescribed due date of the Report.




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