1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File
Number 1-10113
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] 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 Transaction Period Ended:______________________________________
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 HALSEY DRUG CO., INC.
-------------------------
Former Name if Applicable
- ---------------------------------------------
Address of Principal Executive Office (Street and Number)
1827 Pacific Street
- ---------------------------------------------
City, State and Zip Code
Brooklyn, New York 11233
- ---------------------------------------------
2
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 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 or semi-annual report, transition
report on Form 10-K, 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.
PART III
NARRATIVE
State below in reasonable detail the reasons why the 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.
On March 10, 1998, the Company completed a private offering of
securities for an aggregate purchase price of $20.8 million (the "Offering").
The securities issued in the Offering consisted of 5% convertible senior secured
debentures and common stock purchase warrants, exercisable for an aggregate of
4,202,020 shares of the Company's common stock. The Company disclosed the
completion of the Offering pursuant to a Press Release dated March 13, 1998 as
well as the filing of a Current Report on Form 8-K filed with the Securities and
Exchange Commission on Tuesday, March 24, 1998.
Prior to the completion of the Offering, the Company lacked sufficient
working capital and sources of financing necessary to satisfy its current
liabilities, including trade payables and accounts payable to its outside
professionals, including its independent certified public accountants. As a
consequence, the Company was faced with numerous actions and proceedings to
collect outstanding liabilities, some of which threatened to terminate the
Company's continuing operations. Following completion of the Offering, the
Company has been able to satisfy a substantial portion of its outstanding
liabilities and accounts payable, including making arrangements for the
satisfaction of fees and expenses owed to its independent certified public
accountants.
As a result of the negotiation and completion of the Offering during
February and March, 1998 and the recent appointment of a Chief Financial Officer
(effective approximately two weeks prior to the completion of the Offering), the
Company was unable to timely close its books for the
-2-
3
fiscal year ended December 31, 1997. In addition, as a result of insufficient
working capital and the Company's inability to satisfy outstanding professional
fees and expenses, the Company was unable to engage its independent auditors to
complete their audit for fiscal 1997 in order to permit the filing of the
Company's 10-K by March 31, 1998. The Company's books have recently been closed
and the Company's independent auditors are in the process of finalizing their
audit. As indicated above, it is Management's belief that the Form 10-K for the
fiscal year ended December 31, 1997 will be filed on or before the 15th calendar
day following its prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Peter Clemens, Chief Financial Officer (718) 467-7500
(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 [X] Yes No [ ]
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, please identify report(s).
(3) Is it anticipated that any significant
change in results of operations from the [ ] Yes No [X]
corresponding period for the last fiscal
year will be reflected by the earnings
statements to be included in the subject
report or portion thereof?
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.
-3-
4
HALSEY DRUG CO., INC.
--------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1998 By: /s/ Peter Clemens
--------------------------
Peter Clemens, Vice President
and Chief Financial Officer
-4-