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: March 31, 1999
[ ] 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 NW 13th Street
City, State and Zip Code: Gainesville, Florida 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.
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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).
On March 12, 1999, the Registrant terminated the services of its
independent accountant, Ernst & Young LLP, based on the amount of professional
fees being charged by Ernst & Young LLP in the previous two years. On March 15,
1999, Registrant engaged the services of Sweeney, Gates & Co. to audit
Registrant's financial statements for the year ended December 31, 1998. Based on
the timing of the engagement of Sweeney, Gates & Co. by the Registrant,
Registrant needs additional time in order for Sweeney, Gates & Co. to conclude
its audit and for Registrant to prepare its March 31, 1999 financial statements
based on the year-end audited 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.]
During 1998, Registrant was 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.
Net loss for the quarter ended March 31, 1999 is projected to be in
excess of $584,095 primarily as a result of losses associated with the
oligonucleotide and synthesis operations of a biotechnology partnership acquired
by Registrant. In comparison, net loss for the quarter ended March 31, 1998 was
$226,291.
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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: May 17, 1999 By: /s/ Arup Sen
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Arup Sen
Chairman and Chief Executive Officer
