SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-25828
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 1998
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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: N/A
Part I.
REGISTRANT INFORMATION
Full Name of Registrant: Electropharmacology, Inc.
Address of Principal Executive Office: 1109 N.W. 13th Street
City, State and Zip Code: Gainesville, FL 32601
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, 20-F, 11-K 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
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
1
<PAGE>
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).
Registrant was recently restructured through a series of acquisitions,
divestitures and recapitalizations. On August 24, 1998, Registrant sold its
medical device product line and acquired two biotechnologies companies (one with
administrative operations and laboratory facilities in Houston, Texas). On
September 30, 1998, Registrant closed its manufacturing facilities in Pompano
Beach, Florida and relocated its corporate and administrative offices to
Gainesville, Florida. In addition, on September 30, 1998, Registrant entered
into significant financing and licensing agreements with subsidiaries of Elan,
plc., an international drug delivery company. In an ongoing effort to control
its outside legal and accounting expenses, key management personnel have been
devoting substantial time to closing the foregoing transactions, preparing for
filing with the Securities and Exchange Commission on November 9, 1998 a
registration statement on Form S-1 to register certain of the securities issued
or to be issued in these transactions, and installing and integrating a new
accounting system. Due to the foregoing reasons, Registrant requires additional
time to compile and finalize its interim financial statements.
Part IV.
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Arup Sen (352) 367-9088
-------- ----- --------
(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.
[NOTE: IF ITEM 3 ABOVE IS ANSWERED YES, AN EXPLANATION SHOULD BE PROVIDED. IF
THE ANSWER IS NO, NOTHING FURTHER IS REQUIRED.]
Net loss for the three months ended September 30, 1998 is projected to
be in excess of ($11,067,000) as a result of certain expenses and/or revenues
associated with the reorganization transactions described in response to Part
III, and more specifically, the following: a $7,500,000 in-process research and
development expense representing an up-front license fee paid to a subsidiary of
Elan, plc. for the acquisition of technology; a $4,000,000 in-process research
and development expense associated with the acquisition of two privately held
biotechnology companies, Gemini Biotech, Ltd. And HTD Development Inc.; a
$780,000 gain on the sale of Registrant's medical device assets to a subsidiary
of ADM Tronics Unlimited, Inc.; and a $47,000 net loss incurred by Gemini
Biotech, Ltd. for the period from August 24, 1998, the date of its acquisition,
to September 30, 1998. In comparison, net loss for the three months ended
September 30, 1997 was ($329,860).
2
<PAGE>
Electropharmacology, 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: November 16, 1998 By:Arup Sen
------------------------------------
Arup Sen
Chairman and Chief Executive Officer
3
