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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 0-18976
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CUSIP Number 151186103
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(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 1998
[ ] 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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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
CELTRIX PHARMACEUTICALS, INC.
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Full Name of Registrant
N/A
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Former Name if Applicable
3055 PATRICK HENRY DRIVE
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Address of Principal Executive Office (Street and Number)
SANTA CLARA, CA 95054-1815
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City, State and Zip Code
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 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 the Form 10-K, 20-F, 11-K,
10-Q, 10-QSB, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
On September 18, 1998, Registrant announced that it would implement a
restructuring program that eliminated manufacturing and included a
reduction in workforce of up to 90% (the "Rif") and a reduction in
Registrant's cash burn rate. Registrant was not able to file its
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998
because it is finalizing cost recognition in connection with the Rif
for its September 30, 1998 financial statements.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Donald D. Huffman (408) 988-2500
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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 answer is no,
identify 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 for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report of 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.
Due to restructuring charges incurred in the quarter ended September
30, 1998, Registrant expects that it will report a significant loss
for the quarter ended September 30, 1998 compared to the quarter ended
September 30, 1997.The actual amount of this loss is estimated to be
$8.6 million for the three month period ended September 30, 1998,
which includes a significant restructuring charge.
CELTRIX PHARMACEUTICALS, 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 November 16, 1998 By /s/ Donald D. Huffman
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Donald D. Huffman
Vice President, Finance and
Administration, Chief Financial
Officer and Assistant Secretary
(Principal Financial and
Accounting Officer)