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, 2003
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[ ] 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 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.
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
Full Name of Registrant HALSEY DRUG CO., INC.
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Former Name if Applicable
Address of Principal Executive Office (Street and Number)
616 N. North Court, Suite 120
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City, State and Zip Code
Palatine, Illinois 60067
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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.
The Company has recently completed an offering of its convertible senior
secured debentures in the principal amount of approximately $12.3 million (the
"Offering"). The completion of the Offering was announced by press release dated
February 10, 2004. The Company has also recently executed an asset purchase
agreement, which, subject to certain conditions, including the receipt of
approval of the Company's shareholders, provides for the Company's sale of
substantially all of its assets located at its Congers, New York facilities (the
"Asset Sale"). The execution of the asset purchase agreement was announced by
press release dated March 24, 2004. Due to the time-consuming nature of the
Offering and the Asset Sale, the completion of the Company's financial
statements for year ended December 31, 2003 and the Form 10-K has been delayed.
Management anticipates that filing of the Company's annual report on Form 10-K
for the fiscal year ended December 31, 2003 will occur 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 (847) 705-7709
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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 [X] Yes No [ ]
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 corresponding
period for the last fiscal year [ ] Yes No [X]
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.
HALSEY DRUG CO., 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: March 30, 2004 By: /s/ Peter Clemens
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Peter Clemens, Vice President
and Chief Financial Officer