UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) X Form 10-K __ Form 20-F __ Form 11-K __ Form 10-Q __ Form N-SAR
For Period Ended: December 31, 2001
[ ] 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:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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:
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PART I - REGISTRANT INFORMATION
HALSEY DRUG CO., INC.
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Full Name of Registrant
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Former Name if Applicable
695 N. Perryville Road
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Address of Principal Executive Office (STREET AND NUMBER)
Rockford, Illinois 61107
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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 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, 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period.
The Company is the process of finalizing the terms and documentation
relating to a private offering of securities for an aggregate purchase price of
up to $15,000,000 (the "Offering"). While there can be no assurance that the
Offering will be completed, the securities proposed to be issued in the
Offering will consist of 5% convertible senior secured debentures (the
"Debentures") and common stock purchase warrants (the "Warrants") exercisable
for an aggregate of up to 1,818,181 shares of the Company's Common Stock, $ .01
par value per share. The Debentures and Warrants will be issued by the Company
pursuant to a certain Debenture and Warrant Purchase Agreement by and among the
Company and the proposed investors in the Offering. Upon the completion of the
Offering, the Company will disclose the Offering and its terms pursuant to a
Current Report filing on Form 8-K with the Securities and Exchange Commission.
Pending the completion of the Offering, the Company lacks 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. While
there can be no assurance as to the completion of the Offering, the Company
believes that if completed, the net proceeds for the Offering will allow the
Company 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 documentation of the Offering during
February and March, 2002, the Company was unable to timely close its books for
the fiscal year ended December 31, 2001. As a result, the completion of audit
for fiscal year 2001 by the Company's independent auditors was delayed, thereby
preventing the Company's filing of its Annual Report on Form 10-K by March 31,
2002. 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, 2001 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 (815) 399-2060
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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 reports been
filed? If 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? __ 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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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 29, 2002 By: /s/ Peter Clemens
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Peter Clemens, Vice President
and Chief Financial Officer