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SECURITIES AND EXCHANGE
COMMISION
Washington, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission file number 000-21215
(Check one)
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For period ended 9/30/98
[ ] 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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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: N/A
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PART I
REGISTRANT INFORMATION
Progenitor, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
4040 Campbell Avenue
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Address of principal executive office
Menlo Park, CA 94025
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City, State 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 Rules 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;
[x] (b) The subject annual report semi-annual report , transition report on
Form 10-K, Form 20-F, 11-K, 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 of transition report on Form
10-Q, or portion thereof will be filed on of before the fifth calendar
day following he prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed)
On December 18, 1998, the Progenitor, Inc. ("Progenitor", or "the Company")
announced that it was ceasing operations immediately. Progenitor also announced
that it would retain a small staff to implement an orderly sale of the Company's
assets.
During the period leading up to the announcement, the Company's management was
engaged in attempting to identify potential merger partners or financing
sources. Since the announcement, Progenitor's management has been engaged in
making provisions to safeguard assets, transition former employees and identify
consultants to sell the assets.
While the Company had prepared a preliminary draft of the Form 10-K, it was
based on being able to secure financing and continue as a going concern. The
Company is seeking the extension since, under the present circumstances
following the announcement, the Company will have to substantially revise the
disclosures in the preliminary draft of the Form 10-K. Due to Company
circumstances, it would not have been possible to make such changes in a timely
fashion without undue effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Mark Bagnall (650) 614-7057
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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 the report(s).
[x] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period of the last fiscal year will be reflected by the
earnings statements 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.
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Progenitor, 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
hereunto duly authorized.
Date December 30, 1998 By /s/ Mark N. K. Bagnall
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Mark N. K. Bagnall
Vice President, Finance and
Chief Financial Officer
INSTRUCTION: This 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 singed on behalf to 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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001)
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